Kyle 10 vs Omnitrix the First: Kyle's Universe
by DriveMaxUltraDynamoZord
Summary: This is a continuation of what happened after both Kyle and Omni defeated Eon in the Ben Prime universe, but on Kyle's side of the multiverse.
1. Chapter 1

**Kyle 10 VS Ask Omnitrix1**

By DriveMaxUltraDynamoZord and Omnitrix

Omnitirx1 A/N: This story is one of two sequels to the story "Kyle 10 VS Omnitrix the First." If you wish to fully understand what led up to this, then I would recommend reading that story first.

 **Chapter 1: Evil Omni**

I'm gonna miss Omni, man... Oh, hello again! This is Kyle Tennyson, everyone's favorite hero! After Ben Prime, Omni, and I defeated Eon, we had decided to go our separate ways and go to our own dimensions again. Once this had happened, I landed in front of everyone else. That portal on the way back home was a little trippy, but I managed to make it through with my mind intact.

Kayla: "Final goodbyes?"

Kyle: "Yeah. That other Ben is pretty cool himself."

Ben: "Not as cool as me, right?"

Kyle: "I know you better, so of course you're more awesome!" I noogied Ben like Kayla did.

Ben: "HEY! Why do I always get noogied?!" It got laughter from everyone else.

Kevin: "After all that, I think we're ready to hit the hay."

Gwen: "I agree. I'm bushed!"

Ali: "Yeah..." She walked over, leaning on me. I held her up.

Kyle: "Hey...!"

Ali: "Carry me home, hero."

Kyle: "Fine." That got a chuckle out of Kevin.

Kevin: "See you all in the morning..." He yawned

Azmuth: "Kyle Tennyson. You handled yourself well today, for the most part. Still thinking with your fists over your brain..." I rolled my eyes at him.

Kyle: "You know me, Azmuth. I always use my fists."

Kayla: "I need to rest up for school tomorrow anyway."

Azmuth: "Come Kayla. You still need to finish your science project."

Kayla: "Yes, First Thinker." Azmuth and Kayla stood near each other, and Azmuth teleported them both away. Ben went with Gwen and Kevin, and Ali and I were just looking into each other's eyes.

Kyle: "Rhapsody?"

Ali: "Sure." I went Rhapsody, and flew through the night back towards our apartment. When we got back, I landed on the ground, transformed back to normal, and opened the door to get some rest. However, when we entered our apartment, we saw Omni sitting on our couch, wearing a robe, smoking a pipe and reading a comic book. I could have sworn that I had saw him get back home!

Ali: "Omni?"

Kyle: "I thought you went through your portal back home. Where'd you get that comic book and... are you smoking?!" Why was he here?! AND SMOKING?!

"Omni": "Hmm? (looks to us) Oh (gets up and throws away comic book) Nok Tuk, didn't hear you come in."

Ali: "This is our apartment, Omni. How'd you get here?"

Kyle: "Okay. What is going on here? I know for sure I saw Omni go home." I looked back at Omni.

Kyle: "Where'd you get the fancy get-up anyway?" I kinda wanted that robe, now that I saw him in it. Looked pretty nice.

"Omni": "Those are both very good questions and the answers are (to Ali) your front door was open, you might not wanna do something about that (to Kyle) and, like most of my possessions, I stole it."

Kyle: "You... STOLE THAT?!"

Ali: "Um... Wait. Who did you steal it from?" It looked like Ali was with me on that one. She was as confused as I was. Was this even the Omni we knew, or was this someone else, or some alternate Omni like there was an alternate Ben?

"Omni": "I dunno, some guy. I did ask for his name when I met him, but all he responded with was 'Get out of my house you sick freak!' Naturally, I didn't like being called a freak, so I grabbed him by his hair and slammed his head into the wall 'till he fell unconscious. His wife then appeared and, well, I couldn't have her call the police. So I grabbed a baseball bat, and knocked her out. Well naturally their children came down then and, boy, did I have a good time with them. Hehehehehe, Hahahahahahahaha, HAHAHAHAHAHAHAHA- Cookies. I made them cookies. Oh, and showed them their unconscious parents. For some reason they didn't like that part. So I duck tapped their little mouths shut, threw them in a closet, fled the scene of the crime, and since that day I have worn this robe proudly. Yes."

I did not like where this was going. This was some sick alternate Omni from an alternate universe... dimension... whatever!

Kyle: "Get out. Now." I raised my hand over the Ulitmatrix to give him fair warning. Ali armored herself up using the wood from the door.

Ali: "You're not the Omni we know." She turned her hands into hammers.

Evil Omni: "Ohohohohohoho. I don't think you fully understand what forces you are dealing with." Then, this Omni's eyes widened as he held his arms out. Then, his eyes and his hands started glowing red and suddenly fire sprouted from his fingers, and to top it off he opened up his mouth and let out a monstrous roar.

In response, I immediately transformed into Heatblast.

Heatblast: "Let's see how your fire does against this!" I shot the fire at Omni, blowing him out into the street.

Ali: "MY WALL!"

Heatblast: "I'll fix it later!"

Ali: "This is easily the 3rd time we've had to fix this. How have I not lost my security deposit?!" She hopped down, absorbing the concrete from the ground instead.

The evil "Omni" just got up from getting blasted, but Ali transformed her hands into guns and began blasting at him. "Omni" dodged the attacks.

Heatblast: "This is your final warning, dirtbag! Leave now, or get burned like the Hawaiian volcano!"

Ali: "But he has fire powers already!"

Heatblast: "Not my problem, Ali!" I jumped down onto the pavement and shot fire at Omni, who seemed to absorb it this time.

Heatblast: "Oh fuck..."

Evil Omni: "Hahaha, you're funny. That's why I'm going to kill you first."

Then, Omni reached into his robe and pulled out... An AK-47?! Where did he get that? He then started shooting randomly around the area, not even bothering to aim it. Ali had to put up a shield to take the bullets. Some of the shots began flying into other apartments. I transformed into Cannonbolt and rolled at Omni, bowling him over and knocking the AK-47 out of his hands.

Cannonbolt: "What the hell, bro?!"

Evil Omni: "Yeah, that was going too far." Omni then got back up and pulled out his pipe again. When did that leave his hand?

Evil Omni: "I suppose if you wanna go big, one must start small." Omni then reached into his robe again and pulled out a normal handgun. He then cocked it, and aimed right at me.

Cannonbolt: "Where are those guns coming-" He shot, giving me a hole in my flesh.

Cannonbolt: "AGH!"

Ali: "Kyle! THAT'S IT!" She changed her hands into machine guns and fired lightning bullets at Evil Omni. I went Swampfire to try and pry the bullet out of my skin.

Swampfire: "Caught me off guard... That WON'T happen again!"

However, Evil Omni held up his hand and all of the electric bullets just froze in midair. He then turned towards Ali and gave her a really creepy smile.

Evil Omni: "Hey, remember when I said I was going to kill him first? (with an Austrian Accent) I lied." Evil Omni then walked away from me and pointed his gun at Ali.

Ali: "Ha! I'm covered in rock! Good luck piercing me with a bullet, assclown!" Was she serious?! After the stuff we'd seen him pull?! I sent some vines at his arms, pulling his arm down and making him drop the pistol, before surrounding his entire body in vines.

Swampfire: "Try getting out of this you sick freak! In fact..." I then went Ultimate Swampfire, summoning more plants to envelop and ensnare him tighter to the ground.

Ultimate Swampfire: "Got ya this time!"

Ali: "Aw come on, Kyle. I had him!"

Ultimate Swampfire: "He froze your bullets. Not going to take that chance."

Evil Omni: "He's right, y'know." Ali and I looked to Evil Omni and he seemed to be smiling again.

Evil Omni: "You are probably safer if I am detained... Unfortunately, you should have used sturdier material."

Evil Omni's eyes glowed red again and suddenly the vines burst into flames, allowing him to escape. However, the flames didn't dissipate as they suddenly spread out around the area. Then, Evil Omni held his arms in the air and the flames rose.

Evil Omni (deep demonic voice): "You think you mere mortals can defeat me? I am evil incarnate! I am all-powerful! I-"

 ***KLUNK***

The flames suddenly vanished and Evil Omni's eyes stopped glowing red. He just stood there, not moving. Then he fell to the ground, face first, and standing behind him was Ben, Gwen and Kevin, with Kevin having knocked Omni out with a pavement covered fist.

Ultimate Swampfire: "Kevin?!"

Kevin: "Yo."

Gwen: "I sensed Omni's manna, but something was... evil... about it."

Ali: "Hot damn!"

Ben: "We'd better get him out of here before he causes any more damage." He transformed to Clockwork, and opened a portal.

Clockwork Ben: "We should probably throw him in here before he gets up!"

Ultimate Swampfire: "Good idea!" Both Ali and I grabbed Evil Omni's arms and were going to throw him through the portal. However, as we dragged Evil Omni, he started to stir, before he suddenly woke up, though he seemed a bit groggy.

Evil Omni (groggy): "Ugh... Why does my head hurt... (looks up) Hey, is that a portal?"

We tossed him into the portal without even answering, and Ben closed it immediately after.

Clockwork Ben: "That was too close."

Ali: "He was going to take us out!"

Ultimate Swampfire: "Yeah. Thank goodness."

Kevin: "Think Omni has to deal with this kind of problem?"

Gwen: "I sure hope not..."

We all turned around to leave but were shocked to see Evil Omni standing behind us, a smile on his face, and his pipe in hand.

Evil Omni: "Valiant effort, but a failure nonetheless. For you see, I can't go back to my Earth, because there is no Earth to go back to. I blew it up."

Ultimate Swampfire: "You blew up your own planet?!" That's it! I transformed into Humongousaur, then slapped my symbol, going Ultimate.

Ultimate Humongousaur: "EAT HOT MISSILE, BITCH!" I shot multiple missiles at him. Ali ran at him while the missiles were flying, too.

Kevin: "ALI! NO!"

Ali: "I AM TAKING YOU OUT RIGHT NOW!"

Clockwork Ben: "Oh come on!" He transformed to Permafrost.

Permafrost Ben: "I'll... t-trap him! ACHOO!" He shot an ice beam at Evil Omni as he sneezed.

All our attacks managed to hit Evil Omni. Ben was able to freeze him in place, allowing Ali to perform a flying kick to his head. The attack managed to throw him to the ground face first. Then, Ali got out of the way of my missiles as they all managed to hit Evil Omni, throwing him back into a light post.

Evil Omni slid down the light post, his face covered in soot and his robe looking tattered, but for some reason he didn't look too hurt beyond that. In fact, he actually looked a little angry.

Evil Omni: "You know, you people have not been very hospitable to me since I've arrived here. I mean, I come into your home, eat your food, and relax on your sofa, and how am I treated? Like a common bum, that's what. Well, if that's how it's going to be, then I'm afraid that your world must suffer the same fate as mine."

Evil Omni then reached into his robe and pulled out a small grey box with a red button sticking out of it.

Ultimate Humongousaur: "You wouldn't!"

Kevin: "I think he would!"

Permafrost Ben: "If that detonates, we're done!" There was nothing else to do. I needed to get to that button before he could hit it. I transformed back into me, surprisingly.

Ali: "Kyle?! Why not-"

Kyle: "I got this!" I vanished, surprising Evil Omni. When he looked for me, he felt a strong kick to his head, and dropped the box. I took it from him, and my quills were sprouted.

Gwen: "Phew!"

Kevin: "Nice. He never saw it coming." Evil Omni got up, only slightly dazed, and saw me holding the button.

Kyle: "Not today, Evil Omni." I went Upgrade, merged with it, and deactivated it.

Upgrade: "That all you got? I'm disappointed." Evil Omni did not seem deterred.

Evil Omni: "Oh, it's fine. I made a spare." He then reached into his robe and pulled out another box that looked exactly like the last one. My eyes suddenly widened as Evil Omni went to press the button. I rushed forward to try and stop him, but I wasn't fast enough as before I could even comprehend the action, Evil Omni pressed the button.

 ***BOOM***

We were all frozen in fear when he pressed it. We all looked around the area, seeing that everything was still in one piece and the world hadn't blown up.

Our fear soon started to fade away into confusion. Even Evil Omni seemed to be confused. We all had heard an explosion when he pressed that button, but the world was still here. So what had blown up?

Suddenly, something crashed to the ground between us and Evil Omni. We all looked to it and my face went red; it was the smoking remains of the Burger Shack sign.

Evil Omni: "Burger Shack? What in the- OH! (smiles and slaps his forehead) Now I remember. I didn't set this thing to blow up the world. I set it to blow up the nearest fast food establishment. I'm sorry, I always get those two confused-"

I then rushed forward and punched Evil Omni in the face, causing him to fall to the pavement. Okay, HE DID NOT JUST DESTROY MY FAVORITE FAST FOOD JOINT! I had transformed to Rath.

Rath: "RAAAATTTHHHHHHHH! LET ME TELL YOU SOMETHING, EVIL OMNI FROM AN ALTERNATE DIMENSION THAT SHOULDN'T EVEN BE HERE! FIRST, YOU FAKE RATH OUT INTO THINKING THAT YOU WOULD DESTROY THE WORLD..." I grabbed him by the head and slammed his head into the dirt, digging it in.

Rath: "THEN YOU SHOW RATH THAT YOU WERE GOING TO BLOW UP BURGER SHACK..." I picked him up, slung him over my back, and dropped him while diving, and began to punch him repeatedly.

Rath: "THEN YOU DESTROY IT! YOU CAN HURT ME... YOU CAN DESTROY THE THINGS I STAND FOR... YOU CAN EVEN HURT MY FEELINGS IF I HAD ANY! BUT NO ONE... AND I MEAN NO ONE... DESTROYS RATH'S BURGER SHACK! RAAAHHHHHHH! ANTERIAN ARM BAR!" I trapped evil Omni to the ground, and nearly broke his arm. I then hurled him in the air.

Rath: "SIRIUS BUTT KICKING!" Gwen picked him out of the air with her manna, and slammed him into the ground. Then Ben transformed to Shocksquatch, and clobbered him in the back. Kevin and Ali then both slammed him, allowing Ben to shock him again, and I slapped my symbol, transforming to Ultimate Rath.

Ultimate Rath: "ULTIMATE RATH!" I ran up the building, and got to the top.

Ultimate Rath: "FROM THE TOP ROPE! ULTIMATE URSA MAJOR BODY SLAM!" I landed on Evil Omni, making him roar in pain.

Evil Omni (in pain): "To be fair... I did say sorry." And with that, he passed out.

Ultimate Rath: "RAAAAAHHHHH!" I got up, roaring a victory roar.

Ali: "KYLE! It's over! Calm down!" I looked at Ali, and then sighed.

Ultimate Rath: "Sorry." I slapped my symbol, turning back to me.

Shocksquatch Ben: "Whoa. Remind me never to destroy a Burger Shack while we're fighting someone, eh?"

Gwen: "Duly noted." Kevin gulped. Ali seems to be the only one who can withstand my Rath. HA!

Kyle: "Now we can interrogate this son of a bitch. Gwen, tie him up so we can get him somewhere away from civilians."

Gwen: "The warehouse?"

Kyle: "Yeah, the warehouse."

Shocksquatch Ben: "In the middle of the night...? I barely got any sleep."

Kyle: "Ben..." Ben shook his head, turning back to normal.

Ben: "Fine, but I'm napping on the way."


	2. Chapter 2

**Kyle 10 VS Omnitrix the First: Kyle's Side**

By DriveMaxUltraDynamoZord and Omnitrix1

 **Chapter 2: That's a Very Good Question**

We dragged Evil Omni to the warehouse where we fought the Highbreed, and when he came to, he was tied up in Gwen's manna, and Diamondhead restraining gear Ben and I made.

Evil Omni: "Wha? Huh?" Evil Omni looked around the area and then looked to his restraints.

Evil Omni: "Huh, look at that."

Kyle: "Now that you're awake, we can start talking to you. Now, how the ever loving FUCK did you make it to our universe?!" Ben was snoring in the background.

Evil Omni: "Oh, we're doing that now? Oh fine, but if we're doing this, then I insist we do it right."

Evil Omni suddenly shook his head. Then, once he finished that, he started taking in deep breaths. Finally, once he stopped doing that, he looked up to us, and started doing that creepy smile of his.

Evil Omni: "Bok, didn't hear you come in. Greetings, and welcome, to Ask Omnitrix1."

(Ask Omnitrix1)

Suddenly, we heard soft piano music playing. We didn't know where it was coming from, but it just filled the air.

Kevin: "How are you doing that?" He looked around for a piano.

Kyle: "I think he's making it come out of nowhere, Kev." Ali shook her head.

Ali: "Are you always a big show off?" Gwen just rolled her eyes.

Kyle: "So. Any reason you came to our dimension? Did you just come here to fuck with us, or do you have a deeper reason?"

Ask Omni: "I'm sorry, but from now on all future questions must be given through the narrator."

Narrator? What was he-

(How are you making that piano music?)

Ask Omni: "That's a VERY good question, and the answer is... I don't know. It just sort of... Starts whenever I start answering questions and fades away when I'm done. I've just grown to expect it. Like the narrator! I don't know who he is, or where he came from, he just... Appeared one day and started working for me. Nice guy, once you get to know him."

(Can I have a raise then?)

Ask Omni: "Ask that again, and you're fired."

(Are you always a big show off?)

Ask Omni: "Yes, I am."

(Any reason you came to this dimension? Did you come here just to fuck with people, or do you have a deeper reason?)

Ask Omni: "Mostly here for convenience's sake. Now I know what you're thinking, 'Omni, you magnificent rogue, what do you mean by that?' Well, once I blew up my Earth, I used my dark powers that you all know I have to save myself and my assistant, Tonto, from certain demise. We soon found ourselves in the aether between worlds, and eventually I found myself here, safe and sound. Unfortunately, I happened to lose track of Tonto in the aether and he wound up somewhere else. I wonder where?"

 **Meanwhile...**

Tonto was currently strapped to a table as a roll of spikes was being lowered down to him.

Tonto: "AH! AH! AHHHHHHH!"

 **Back with the plot...**

Ask Omni: "Eh, I'm sure he's fine."

I was surprised at this. Was this really a game show to him? I grimaced at him, then went Fourarms.

Fourarms: "OK. I have had it up to here with your shit!" I punched him with both right arms while he was restrained.

Fourarms: "GIVE ME ONE REASON WHY I SHOULDN'T KILL YOU RIGHT NOW! ONE GODDAMNED GOOD REASON!"

Ali: "Hey, Kyle! Easy on the interrogating style!" She pulled me back.

Kevin: "My friend is getting very uneasy thanks to you destroying the Burger Shack, among other things. Now. I'll tell you one last time. Cut the act, and start answering our questions. Here's one. How'd you become so evil in the first place?"

(How did you become so evil in the first place?)

Ask Omni seemed to be confused by that question. He looked to the floor for a minute and looked like he was thinking before he looked up to us.

Ask Omni: "I... I don't know. I just went to bed one night, snuggled up with my dog Xander, who I also saved, so don't be surprised if you find a Shiba Inu in your bedroom when you get home, and then the next morning, I had this sudden urge to burn things."

Kevin: "You just woke up and... felt evil? HOW DOES THAT WORK?!"

Gwen: "Let me do a scan on him again. A more thorough one."

Kevin: "Fire it up." Gwen scanned Ask Omni. As she was looking, she looked surprised.

Gwen: "There's a lot of evil in him, and multiple manna signatures. It's insane!"

Fourarms: "No way."

Ali: "Here's another question. Did you know about that?"

(Did you know about these other manna signatures?)

Ask Omni: "No, no I didn't. I mean, I hear voices in my head from time to time, but I just assumed it was a side-effect of my broken psyche."

Ali: "Broken psyche? Hmm..." She smiled.

Kevin: "Sis?"

Ali: "Kyle. Use Pesky Dust to get in his head."

Fourarms: "No. Way. Not going in there. Voices in someone's head could be anything! No way am I going in there!"

Ali: "It could shed some light on the situation." I shook my head.

Fourarms: "No."

Ali: "Kyle!"

Fourarms: "As if!" Ali grabbed my ear.

Ali: "I'm sorry. You want to run that by me again?" Kevin started laughing.

Fourarms: "Ugh... fine." I transformed into Pesky Dust.

Pesky Dust: "I don't see this working, though." I flew over to Ask Omni.

Pesky Dust: "Tell those voices of yours I'm paying a visit!" I shot some pixie dust into Ask Omni's face, and he dozed off.

I flew into Ask Omni's mind and when I arrived in his dream, I found myself in a field of flowers. The sky was a clean blue color, without a cloud in sight, and there was a cool breeze in the air. It was... Actually kind of nice. I shook my head to regain my focus. I looked around the field to see if I could find Ask Omni, and almost immediately I saw him standing among the flowers not too far from me, his head looking up to the sky. I quickly floated over to him.

Pesky Dust: "You know, for someone with an evil mind, it seems REALLY peaceful in here!"

Ask Omni: "What?"

Ask Omni then turned around, and he looked confused.

Ask Omni: "Huh? Who are you? What are you doing here?"

Okay. Now I got confused. Were we not fighting him before? How could he not know any of us? Or... Was Ask Omni not in control of himself thanks to the voices? Well... if that was the case, I needed to get him out.

Pesky Dust: "I need to get you away from the voices in your head, man! They're making you do bad, horrible, and awful things! They made you destroy your Earth! As to why I said that... I'm from an alternate dimension that isn't yours." I grabbed his hand, and flew towards the opposite direction. However, Ask Omni pulled his hand away from mine and backed away.

Ask Omni: "No... No no no. You need to leave here before they find you."

Before they found me?

Pesky Dust: "Dude. I have an Ultimatrix." I showed him my watch symbol.

Pesky Dust: "I'll be just fine!" I grabbed him again.

Pesky Dust: "Now... come... ON!" I pulled harder than before. I suddenly sensed something coming.

Pesky Dust: "Should have become Ghostfreak or AmpFibian..."

Suddenly, the ground started shaking beneath our feet. Then the sky suddenly changed to blood red and the wind started to pick up.

Ask Omni: "Oh no! (grabs my shoulders) Please, you need to go! Get out of here before-"

Suddenly, a large crack broke the ground beneath us, putting me and Ask Omni on opposite sides of a large crevice. I was about to fly over to get him, when suddenly a wall of fire burst from the crevice. Then, a large, black hand burst from the crevice and almost squashed me.

I dodged the hand quickly before another came up. Then the owner of the hands came out of the crevice. He was large figure, I couldn't make out what he looked like beyond his blood red eyes that were staring right at me.

Large Figure (deep voice): "Now, what do we have here?"

Suddenly, another figure rose from the crevice. This one looked a bit like a giant worm, and had scraggly hair. But like the first guy, the rest of its features were opaque, save for its red eyes.

Worm (higher, scratchy voice): "It looks like a little fairy that's poking around where he shouldn't."

Suddenly the ground shook again, and suddenly a large, bony hand sprouted from the ground beneath my feet and lifted me up into the sky. Then, I saw that the owner of this hand was another creature. Like the last two, I was able to make out his red eyes, but this time I was able to see that his mouth was open and inside were rows upon rows of sharp teeth.

Skinny Creature (deepest voice): "The Omnitrix bearer is ours, intruder!" Then, the other two figures appeared on both sides of this thing and all three looked down at me.

All Three Creatures: **"GET OUT!"**

The experience forced me out of his mind completely.

Pesky Dust: "WHOA!" I was slammed into the wall.

Ali: "Kyle!" She helped me up, and I weakly fluttered back up, then looked angry.

Pesky Dust: "I'm going in again! But this time... with a little more firepower." I slapped my symbol.

Kyle: "Ghostfreak..." I slapped my symbol again. This time, my symbol grew spikes from it. My second layer of skin burst off, then I transformed into a humanoid shape with shackles attached to my arms. My head sprouted glowing red fire, and my head turned from upside down to right side up, and I had gotten an extra eye like Ghostfreak's first eye. My skin reformed onto me as a black leather jacket. (DMUDZ A/N: I thought Ghostfreak's Ultimate needed a redesign.)

Ghostfreak: "Ultimate Ghostfreak..."

Kevin: "Your Ultimate is a Ghost Rider? Dude..."

Ultimate Ghostfreak: "Shut up. I still have Ghostfreak's mind melding." It looked like Ask Omni was spastically shaking, and I sent red soul chains at him, restraining him even more, and I became intangible, jamming my hands into his head again. I reentered Ask Omni's mind, and the three demons looked at me again.

Ultimate Ghostfreak: "Alright, you motherfuckers. Time to be purified!"

The area had now changed further. The demons appeared to be in what looked like a large canyon, with the rocks being dark red, and large pillars shooting off into the sky. In the meantime, the demons were all in a small pool of fire, with the bony one in the center, and the other two surrounding him.

First Demon: "Oh, would you look at that Mal? The intruder came back!"

Mal (Worm Demon): "I don't think he heard our warning Thrax! Do you think we should punish him?"

Thrax (First Demon): "Oh yes, I think we should!"

The two demons then looked to me and suddenly their mouths opened and twisted into large toothy grins.

I was not deterred by their warnings. Honestly, Kurama and the other demon beasts in my watch seem more intimidating.

Ultimate Ghostfreak: "You think you can just ruin a perfectly good guy, and destroy his home, get rid of his best friend, AND OFF HIS WORLD?! You guys are sick... Now... I think I need to get these sins cleansed..." I lassoed up Thrax in the chains, and sent flames along them, burning him. He suddenly stopped smiling as it burned him with the red fires of hell.

Ultimate Ghostfreak: "Ectonurites never were known for their mercy..." I smiled widely, and snickered. Mal struck at me, but my intangibility served me well as she fazed through me. I multiplied into two of me.

Ultimate Ghostfreak 2: "Wormy is mine."

Ultimate Ghostfreak 1: "Got it." The other me shot ice from his hands at Mal, the worm.

Mal opened her mouth and breathed fire at the other me. It canceled out the ice attack, but the other me managed to phase through the fire.

Mal: "You can't get rid of us, intruder. We have been within this body for years, and we aren't leaving now!" Mal then opened her mouth again and suddenly tendrils burst out from it and came at the other me. Meanwhile, Thrax struggled against my chains, but I held on tight.

Ultimate Ghostfreak 2: "You think that will stop me?!" The other me stayed intangible to dodge the tendrils, then flew down, and shot lasers from his hands, knocking Mal back. He split into 3 of himself, charging more lasers, then all three of them fired at her.

Ultimate Ghostfreak 1: "I think I have a special power just for you, Thrax!" I did a sonic yell attack, very different from Blitzwolfer or Echo Echo's screams. Thrax yelled as he heard it.

Thrax clenched his teeth in anger and ripped the chains off of him. However, he managed to grab one before it and started to use it to throw me around the area.

Thrax: "You *SMASH* really think *SMASH* you can defeat us?! *SMASH*"

Meanwhile, Mal let a high pitched shriek as my copies continued blasting her. However, they were all stopped when Thrax managed to smack me into my copies and then let go of the chain, causing me and my copies to fall to the ground.

Thrax: "Mal!" Thrax then ran over to Mal and looked her over.

Thrax: "Are you alright?"

Mal (angry): "I am going to make him bleed..."

The copies and I got back up.

Ultimate Ghostfreak 3: "You think we're going to let you guys stay in Omni's body?! As if!" He flew at Mal, punching her in the face. The fourth copy also flew at her.

Ultimate Ghostfreak 2: "Should we show them the error of their ways?"

Ultimate Ghostfreak 1: "Yes!" The second clone and I flew at Thrax, and got to his face.

Ultimate Ghostfreak 1 and 2: "LOOK INTO OUR EYES AND FEEL THE PUNISHMENT OF ALL THE SINS YOU'VE DONE! ALL THE PEOPLE YOU KILLED!" We both gave him Penance Stares. Thrax began to yell in pain, and both my third and fourth copies sent laser blasts at Mal, pushing her into the side of the crevice they made. Mal struck at one, but he became intangible.

Ultimate Ghostfreak 4: "Can't make me bleed if I can go intangible!"

Thrax smacked me and my clone aside and grabbed at his eyes in pain.

Thrax: "How... DARE you!"

Thrax then pointed his hand at us and suddenly swarms of little demons flew from his palm and went right for us.

Ultimate Ghostfreak 1: "It was working! Maybe if we do it enough it will... Oh shit." He saw the demons that were flying at us.

Ultimate Ghostfreak 2: "I'll hold them off!" He split into two.

Ultimate Ghostfreak 5: "Go!" They both whipped at the demons with chains as I flew at his face again.

Ultimate Ghostfreak 1: "I got you now, you demonic bitch!" The fire around my head burned hotter.

 **With Mal...**

Mal dodged another attack, and the third copy flew inside of her.

Ultimate Ghostfreak 3: "Possess the possessor!"

Ultimate Ghostfreak 4: "Careful!"

Mal: "GAAAH!" Mal twisted and contorted in pain as cracks started forming around her eyes.

Mal: "Get... OUT!" Mal managed to throw the third copy out of her body. However, she started breathing deeply, and began glaring at the copies.

Mal: "Just... DIE ALREADY!" Mal then opened her mouth wide and released another high-pitched screech.

Ultimate Ghostfreak 3: "Not going to happen!" Both those copies got blasted back, but held on. The fourth one phased through the ground, coming up behind Mal, then punched her on top of the head afterwards.

Ultimate Ghostfreak 4: "EAT FIST! YEAH!" He then got into her head, and the third one also flew inside.

Thrax was fighting the second and fifth copies. I got to his head, and wrapped my chains around his neck, then tried to suffocate him as I gave him another Penance Stare.

Ultimate Ghostfreak 1: "YOU WEREN'T DONE WITH YOUR PUNISHMENT!"

Mal twisted and contorted as more cracks came from her eyes.

Mal: "N-no... I... Won't... GAAAAH!" Then, Mal's eyes glowed with white light and suddenly, Mal's form exploded, pieces of her body falling across the area.

Thrax: "MAL!" Thrax struggled against my chain and managed to break through it again. However, he ran over to where Mal was and held out his hands as her remains fell into them.

Thrax (distraught): "How... How is this possible?!" However, the third and fourth clones suddenly appeared from Mal's remains and wrapped Thrax's wrists in chains. Then the second and fifth clones wrapped up his legs.

Ultimate Ghostfreak 1: "WHY WON'T YOU FEEL THE PENANCE?!" Thrax shook me off, and I floated before I hit the lava below. The four copies I made went fire through the chains in an attempt to burn him.

Ultimate Ghostfreak 1: "You are SOOO done!" I punched Thrax across the face, as hard as I could.

Thrax: "GAAAAH!" Thrax let out a loud yell as he twisted in pain. Then, me and another copy jumped into Thrax's body.

Thrax: "AAAAAAAHHHHHHHH!" Cracks suddenly formed around Thrax's eyes, before they glowed with the same white light as Mal, and like her, Thrax exploded into ashes, leaving only me, my copies, and the final Demon.

As I faced the final demon, I couldn't help but smirk.

Ultimate Ghostfreak 1: "You're done pal! It's just you, and all of my buddies." My four copies floated next to me.

Ultimate Ghostfreak 4: "And something tells me you can't take all of us on at once!"

Ultimate Ghostfreak 2: "How about you blow yourself up so you can have some dignity left. Besides. Omni's almost free from your clutches!"

The bony Demon looked us over, and let out a long sneer.

Bony Demon: "You presume much, intruder! You believe that just because you defeated those weaklings, that I will be as easy to defeat?! Do you forget where you are?! This is still the Omnitrix bearer's dream, and as long as I inhabit his body, I control it! Compared to me, you are just a bug, and an irritating one if I may say so!"

Ultimate Ghostfreak 2: "An irritating bug, huh? Bro, this isn't even my full power. I could blink you out of existence if I wanted to!"

Ultimate Ghostfreak 3: "Why didn't we just do that?" Good question. Something I could ponder later. After I got this guy out, I could vaporize them all in one fell swoop as Alien X. That way, Omni would never need to worry about them again.

Ultimate Ghostfreak 1: "Well, whatever the reason, we're going to get you out. Right here, and right now!"

Ultimate Ghostfreak 5: "Besides, you aren't that scary looking at all. I've seen scarier animatronics at party places!" He was hoping that would get under this bony guy's skin, I guess. Not that he has skin...

Bony Demon: "We shall see, intruder." The Bony Demon threw his arm into the air and suddenly a pillar burst from the ground under us. It threw us into the air and before we could react, he threw his arms across his body, causing two more pillars to burst from the canyon walls, and almost crush us.

We all had to turn intangible to get around the pillars. As we got out, we all looked to the new bony demon guy, whose expression did not change.

Ultimate Ghostfreak 1: "Ghostly Wail, everybody!" All five of us used our sonic scream attack. The waves headed for the demon, hopefully to blast him against the edge of the area we were fighting in.

The bony Demon crossed his arms across his face, but the sound waves nearly forced him into the fire he was standing in.

Bony Demon: "Pathetic." The Bony Demon then looked up to us and released his own Sonic Scream to counter ours.

All five of us were blasted against the wall after a struggle to hold the bony demon's scream back. Three copies surrounded him with chains as another copy and I flew to his face.

Ultimate Ghostfreaks 1 and 2: "LOOK INTO MY EYES, AND FEEL THE PAIN YOUR SINS HAVE INFLICTED, FOOL!" Our eyes glowed a bright red as we forced him to look at our eyes.

Bony Demon: "GET... AWAY FROM ME!" The demon then broke free of his chains and tossed my clones aside. However, before I could fly away, he grabbed me out of the air, and held me tight.

Bony Demon: "Have you forgotten already?! I control this world! It does not matter how much you and your pathetic clones struggle against me! I can counter every move you make, I can match every one of your abilities! It does not matter what you do here, I will ALWAYS WIN!"

Damn. This was going to be harder than I thought. I mean... I knew Giga was an option, but Ultimate Ghostfreak was already pretty badass on his own. My Ultimatrix does have the capability of evolving every one of my aliens to Ultimate, and even Giga states, but I usually don't like to evolve them unless I knew what the end result was going to be. Would Giga Ghostfreak even be possible?

Ultimate Ghostfreak 1: "Don't let up, guys! He's just trying to psyche us out!"

Ultimate Ghostfreak 5: "Dude, we're all thinking the same thing. We should probably go Giga first!"

Ultimate Ghostfreak 2: "Gah..." I narrowed my eyes at the bony demon.

Ultimate Ghostfreak 1: "Dude. I'm Kyle Tennyson. I ALWAYS WIN! YAAHHH!" I shot ice beams at him.

Ultimate Ghostfreak 3: "DAMN HIM!" My copies also shot ice beams at the bony demon guy.

The demon let me go and recoiled from the attacks. However, he managed to point his other arm at us, and suddenly the fire he was standing in circled around his body and flew right at us. I had dodged around the fire, only to see my clones hadn't made it past the fire and had all burned up. The bony demon grinned at me, and seemed to be laughing a little bit. I growled at him back. Now that I said Kyle Tennyson always wins, I.E., me, I have to back up that trash talk. Right now, I had to risk going Giga. Even if it killed me.

Ultimate Ghostfreak: "Know how I can evolve, demon guy?! Well... I can evolve further!" I slapped my symbol, forcing it to grow a second set of spikes. My hellfire seemed to have vanished, and my jacket extended to cover all of me. Then a Dracula-inspired cape and collar combo grew around my neck, and red eyes opened up. My hands turned into claw-like shapes, shackles grew over my chest and held my chest cavity shut, which almost burst open, and then lines opened up in my suit, as they glowed a brilliant blood red colored light, which began to emit smoke. Spikes grew out of my shoulders, and chains sprouted out of my wrists and ankles, chaining up my legs and arms before they burst open.

Ultimate Ghostfreak: "GIGA GHOSTFREAK!" My form had no mouth to speak with anymore, but made my voice distorted and demonic. This is one alien I have NEVER went Giga with, and I was hoping this would turn out okay.

Bony Demon: "That is your plan to beat me? Another transformation? How many times do I need to repeat myself? It does not matter what you do here. I can counter every one of your attacks! And even if you can best me in fighting prowess, I still control this world, and if I wish to win, then I SHALL WIN!"

The demon then threw his hands into the air and the fire he was standing in suddenly burst into the air, surrounding his form. However, once the fire and reached the sky, it suddenly started to shift and change, and suddenly it started to form appendages, and the pillar of fire started changing. Then, once it settled, it now had taken on the form of the demon, only now he was even larger than he was before, and to contrast the fire that made up his body, his eyes were now black.

Bony Demon: "Time to die, intruder!" He then raised his hand up and slammed it down on the area that I was in. I of course turned intangible to make it fly through me.

Giga Ghostfreak: "Did you not hear what I said, fool?! I can evolve beyond ULTIMATE!" Suddenly, when I brought my hands up, I summoned not just one chain, but THOUSANDS of them. I wrapped him up, completely restricting him in a web of chains. I then lit them on fire by snapping my fingers. I flew at him, shapeshifting my hand into a giant fist, punching him in the face, and I flew into his mind in an attempt to possess him.

The demon convulsed when I possessed him, but he managed to throw me out. However, he started breathing heavily and he looked like he was in pain.

Bony Demon (struggling): "How... DARE YOU!" He managed to shatter the chains he was in before he released another sonic wail at me.

Giga Ghostfreak: "What? Never been possessed before, freakshow?!" I then shapeshifted my hands into two giant machine gun weapons, and begun to shoot only what I can describe as darkness bullets. I bombarded the bony demon with them, then after a barrage that felt like millions of rounds, he was staggered. I flew overhead, then smashed him with both of my fists on top of the head, making him fall into the lava. I then tied him in chains again.

Giga Ghostfreak: "YOU'RE GOING STRAIGHT TO HELL!" I fired a large energy beam from my chest after ripping it open. The cannon looked like a Giga Crusher from Imperialdramon Fighter Mode. The blast, instead of being purple, was pitch/jet black. It hit the demon right in his chest, and he screamed in intense pain. However, just like before, he broke through the chains he was in and started getting up. I was not going to let that happen so I started blasting him even harder, forcing him back to the ground.

Bony Demon (strained): "I... Will not... Be bested... By you!" He tried to fight back against the blast, but it was obviously a losing battle.

Giga Ghostfreak: "LEAVE. OMNI. ALONE!" I turned the blast to maximum power, and penetrated right through him with the force of the blast alone, destroying his fire body. I pulled the cannon back into my chest, then flew at him, using my cape to surround my whole body and roll like a giant buzzsaw blade right at him. That dissected him in half, then both halves of his body exploded. I shifted back to me, then looked at Ask Omni, who was cowering in the corner at first, before he saw me.

Giga Ghostfreak: "They're gone now, Omni. You're free."

I offered my hand to him. He stared at it for a second, and then he looked to me.

Ask Omni: "Free..." Then he looked to my hand, reached for it, and when he took it, a white light erupted around the area.

The next thing I knew, I was back in the warehouse with the rest of the group. I looked down to Ask Omni and he was starting to stir before he woke up.

Ask Omni (groggy): "Oh man... What time is it?"

Ask Omni looked up from his spot and saw me. He looked confused for a second, and then looked down to his restraints.

Ask Omni: "Um... Am I still dreaming?"

I quickly reverted to normal.

Kyle: "No. You're not dreaming. You're in reality now, Omni. Name's Kyle, by the way. The only reason I know who you are is because I met a different version of you from an alternate dimension. You're in mine now." Ali walked over to me.

Ali: "Are you okay?"

Kyle: "Yes, Ali. I am." Gwen set Omni free, and I turned into Diamondhead to undo the diamond restraints, then turned back to normal again.

Ask Omni: "Alternate dimension?"

Ask Omni looked down to himself and suddenly looked surprised.

Ask Omni: "Why am I wearing a robe? (feels pocket) What the? (pulls out pipe) Why do I have a pipe? I don't smoke."

Voices: "Ugh..."

We all suddenly turned to the corner and saw three figures walking out of it, each wobbling as they walked.

Ask Omni: "And... Who are they?"


	3. Chapter 3

**Kyle 10 VS Omnitrix the First: Kyle's Universe**

By DriveMaxUltraDynamoZord and Omnitrix1

 **Chapter 3: Creatures of the Night**

We all kept looking into the corner of the warehouse as the three figures wobbled towards us. When we were able to make them out, we saw that all three figures had pure white skin, white hair, pointy ears, sharp nails, and red eyes. The first figure had short hair that covered the tops of his ears, and wore a black vest that he left open, a grey shirt underneath, a pair of dark blue pants and black boots with metal tips. The second figure looked like a woman. She had scraggly, disorganized hair, a black top, black wristbands, tight dark brown pants, and black shoes. Finally, the third figure appeared to be the most regal. There was a scar on the right side of his face, with his hair covering up the other half, and his attire consisted of a black trench coat over a dark red shirt, a pair of black pants, and black boots. To some people, these guys would probably remind them of vampires, but I recognized these guys. I'd seen something similar to them before; these guys looked like Omni's Draculust alien.

Ask Omni: "Seriously, who are those guys?"

Kyle: "Something tells me those were the guys that have been possessing you for 4 years. The voices in your head, you know?"

Ali: "Those guys? Really? You think they would be more intimidating."

Kevin: "Don't judge them just yet, Ali." I stood on guard. If they could possess people, they might try to take over one of us next. Ben yawned.

Ben: "That was a good nap! Wait... How'd those creepy guys get here?"

Ask Omni: "Voices? What do you-" Ask Omni suddenly stopped talking as his eyes widened and he started backing away from the creatures.

Ask Omni (scared): "No... No! Keep them away from me! KEEP THEM AWAY!"

The creature in the black vest and gray shirt started shaking his head before he looked down to his hands.

Thrax (annoyed): "Oh goody... Been a while since I've had my own hands."

Goody. Now that they were in the physical plane, taking them down would be MUCH easier.

Kyle: "Okay you sick fucks, you have one, and only one, opportunity to leave before I start burning you to ashes!" I transformed to NRG to prove my point.

NRG: "Now get out!"

Thrax and (I assumed) Mal tensed at this and each got into fighting stances.

Mal: "You dare threaten us human?! We shall die before we concede to-"

Scarred Draculust: "Thrax! Mal! Enough."

Thrax and Mal looked to third guy who was now standing perfectly straight and looking right at me.

Thrax: "But Lord Necrosis, this human-"

Necrosis: "I said enough!" Then, Necrosis, as his cronies called him, walked in front of the two and approached me.

Necrosis: "Very well... Omnitrix Bearer. If you wish for us to go, then we shall... For now at least. After all, thanks to our world's Omnitrix bearer, we now have a new world to conquer. But don't worry, when we finish with your world (looks to Ask Omni and smiles) we shall return for him."

Ask Omni looked even more freaked-out and backed into the wall. I growled at that and my hand glowed. I then tried to punch Necrosis, but when I did he suddenly dodged my punch and punched my faceplate, throwing me to the ground.

Necrosis: "Please keep him safe 'till we return."

And with that, Necrosis suddenly super-speed jumped out one of the windows, with Thrax and Mal following behind him.

I got up, not feeling in pain, just annoyed that I was caught off guard. Whampire can do that, probably, but since I had literally just gotten him, this was going to be hard to explain.

Ben: "Were those guys vampires?"

NRG: "Draculusts to be exact. I think that's what the other Omni called them." I turned to Ask Omni, who was still cowering in the corner. I walked towards him.

NRG: "They're not going to stop. Look, if there's anything you can tell us about their weaknesses, anything that will make them easier to take down, don't hesitate to mention it. I won't make you fight them if you don't want to." I even knelt to him to look him in the eye.

Gwen: "We don't have a lot of time, Kyle! They're probably trying to kill some other people!"

NRG: "Ben! Go with the others and track them. I'll join you in a second!" Ben nodded, going Fasttrack.

Fasttrack Ben: "Let's go." Ben, Gwen, Ali, and Kevin left to chase them down.

NRG: "Please..."

Ask Omni looked at me and started breathing slower.

Ask Omni: "I... I don't know. I mean, if they're Alorens, then sunlight might hurt them, but... I don't know anything else! I'm sorry... (grabs his hair) I just don't."

I felt sorry for Ask Omni; he was in pain, I could tell, but I didn't know how to help him recover right away. Especially since he was only one who knew anything about these guys.

However, before I could question him further, the inter-dimensional walkie-talkie I had suddenly spurted to life.

Tonto (through walkie-talkie): _"Hello? Ky, hello? Does this thing work?"_

Ask Omni stopped grabbing his hair and looked up at me when the Walkie-Talkie activated, while I just lightly groaned. Tonto calling now? I just hoped it wasn't over anything stupid. I grabbed it.

NRG: "Reading you loud and clear, Tonto. Unfortunately, we're in kind of a jam right now. Is something wrong?" Ask Omni began to move closer to me.

Ask Omni (whisper): "Tonto? (louder) Is that Tonto?"

NRG: "Yes. I don't think it's your Tonto, though. This is another one we worked with a little while ago. He fought Eon with us." I turned back to Tonto.

NRG: "I hope this is important. Kayla's on a different frequency."

Tonto: _"Hey, my life is not defined by Ky, Kay. I mean, Kay, Ky! I mean..."_

Tonto stopped talking for a second and Ask Omni and I gave each other a look.

Tonto: _"I'll just cut to the chase. We're dealing with something over here right now and I think you can help with part of it. Ky, have you ever heard of anything called the 'Kyuubi?'"_

I froze up. Kyuubi? Why would Tonto be asking me about... Wait. Was he trying to take over Omni?!

NRG: "Yes. I have. Why?" I clenched the fist that wasn't holding the Walkie-Talkie. I swear, if Kurama was trying to hurt Omni... HE. WOULD. PAY.

Tonto: _"Well, here's the thing, remember when you gave me A.I. when we were trying to get into the Null Void? Well, during our adventure, did you give Omni any of your aliens? Because, whatever this Kyuubi is, I think Omni's turned into it."_

NRG: "He got Kyuubi accidentally, yes. My Ultimatrix shocked his Omnitrix, and the shock had Kyuubi's DNA in it." No... No! Not while Ask Omni's inner demons were on the loose! I couldn't afford to leave Earth! Not now! DAMN IT! I stomped the ground, making Ask Omni back off. I took a deep breath.

NRG: "How bad is he?"

Tonto: _"Well the last time I saw Omni, he had this weird, red aura around him. He had red eyes, these weird red marks on his face, and he sort of looked like a mish-mash between himself and a fox."_

NRG: "That's not what happens to me. I get a fox-shaped aura first, then I become a mish-mash. Between a Heartless, a human, and a fox. It's colored completely red." I was still weighing my options. I didn't feel good leaving Ben and the others to track down the Kyuubi in Omni's universe, but at the same time, Tonto had never dealt with it before, and he could really use my help. Shit. What to do, what to do!? I began to pace around for a moment, trying to think. Kurama/Kyuubi would not turn itself in easily.

Tonto: _"Really? That's weird. Omni is actually dressed in orange. He also has a snazzy little headband where his Omnitrix is. But I'm getting off topic. I've heard that this thing is supposed to be dangerous so, worst case scenario, what would happen if this 'Kyuubi' thing is able to completely take over Omni?"_

NRG: "If it takes over, he'll try to destroy everything. Now... how did you hear about him if he isn't native to your universe? Did Omni say anything?" Ask Omni looked confused. I however, didn't want to take any chances. This was my friend's body, and Kurama was NOT going to get it.

Tonto: _"Oh, yeah! I forgot to mention that. Well, when Omni and I got back to our universe, we found someone waiting at the warehouse for us. Namely, another you. He's apparently from a world where you got sucked into Kingdom Hearts II, and now he's traveling with Donald, Goofy, and surprisingly, Yuffie. I'm actually having him look for Omni right now."_

That was surprising! KH me was in their world, huh? How did he know about Kurama, though? That was odd, there.

NRG: "Ok. That's good, but how does he know what Kyuubi is? He doesn't exist in Kingdom Hearts either." That's one piece of the puzzle that didn't add up. Also... do I go help Tonto, or should I help with Lord Necrosis first? What's more dangerous?

Tonto: _"Well, he has an Ultimatrix too. In fact, he's the one that called it 'Kyuubi.' So, I figured that if he had something like this on his watch, then maybe you did too. And if that was true, then maybe you might know some ways to get it out of Omni, right?"_

NRG: "I have an Anodite form capable of doing that. I've also had it drained out by a guy who could absorb energy before, too. Kyuubi is pretty vulnerable to that. If I could drain him out, Omni may be saved."

Tonto: _"Alright. Is there anything else he's weak to?"_

NRG: "He was originally contained in my original Omnitrix with the Codon Stream. So he is pretty vulnerable to that. We'd need Azmuth's help to utilize it, though."

Tonto: _"Well, that's going to be difficult to do. Mine and Omni's watches aren't connected to the Codon Stream. All our alien DNA is stored as data for us to use. And even then, Kyuubi already seems to be a part of his watch, considering that the Omnitrix symbol was on his headband. So… I don't know."_

I heard Tonto groan on his end before continuing.

Tonto: _"I'll just try to relay the information you gave to KH you and hopefully we'll be able to get Kyuubi out of Omni. Thanks Ky."_

NRG: "You're welcome, Tonto. I'd come over right now if I could, but I have a Draculust problem. Speaking of... How much do you know about Draculust? I ran into three evil ones today, and I need to know how to kick their asses." Since I had him here, I may as well ask. Ask Omni wasn't much help.

Tonto: _"Draculusts? You're dealing with Alorens? Well, they have a weakness to bright light, so if you can hold them off 'till the morning, you can probably use sunlight to kill them. But, how did you guys come across a group of Alorens? Not to be racist, but Alorens don't really like associating with other species."_

NRG: "That's the weird thing. See, an alternate version of Omni came to our universe, barging into Ali's and my apartment. After we all fought him and defeated him, I found out he was evil because three... Alorens, was it?... were possessing him. I forced them all out with Ultimate Ghostfreak and Giga Ghostfreak, but now they're outside of the alternate Omni, and I have everyone else chasing them down right now, making sure they don't try to kill anyone. I'd ask you to come, but it sounds like you're in your own shitstorm, too." Anything was good at this point. Just wanted to clarify it with Tonto.

Tonto: _"Wait, an alternate Omni appeared in your universe? Huh, what are the chances that alternate versions of both you and Omni would appear in both of our worlds?"_

I let out a groan upon hearing that. Now was seriously not the time to appreciate the coincidence.

Tonto: _"Oh, right sorry. So, Alorens were possessing him? That's odd. Draculust doesn't have that ability."_

NRG: "They don't?" That stunned me. If that was the case, how did Mal, Thrax, and Necrosis possess Ask Omni and control what he did? I could try to find out later, but these guys were a big threat right now. How were Ben and the others doing? Was I gone too long?

NRG: "Look, Tonto, its good you called, but I think I should start going after those Alorens with everyone else. Is there something else you wished to know before I hung up?" I did want to make sure Tonto wanted to know what he needed, but I really had to get going.

Tonto: _"No, that's pretty much it. Thanks again Ky. Be careful though, if these Alorens could possess Omni, then they might have other abilities that other Alorens don't."_

NRG: "Noted. I'll call you back when things aren't hectic anymore. Seeya."

Tonto: _"10-4. Seeya, Ky."_ He hung up, and I looked at Ask Omni, transforming into Rhapsody.

Rhapsody: "Find a good place to hide, mon. I'll come back for ya, soon as I win." I used intangibility to fly out, but as I did I overheard Ask Omni say something.

Ask Omni (quietly): "Why did I make those kids cookies?"

(A/N: If you want to know more about what's happening to Omni, check out "Kyle 10 VS Omnitrix the First: Omni's Universe," over on my page. Signed, Omnitrix1.)

I didn't hear anything else after that as I was outside then. So I quickly went Jetray and flew away.

Jetray: "Please tell me I'm not too late..."

I then activated the communicator in the Ultimatrix and made contact with everyone else.

Jetray: "Guys, this is Kyle. You there?"

Kevin: "I'm on."

Gwen: "Same here."

Ali: "Glad you could join us."

Whampire Ben: "Present and accounted for." I was a little surprised to hear Ben's voice come through as Whampire. He discovered him?! How?! Oh yeah. When I get something, Ben also immediately gets it, too. Damn.

Ali: "So what's up?"

Jetray: "Tonto just called me with information on the Draculusts. He said if we can hold them off 'til sunrise, they should die."

Kevin: "Oh, now we get that info!"

Gwen: "Not to mention it's hard to track vampire aura."

Ali: "Because they're undead."

Whampire Ben: "I thought being one would help, but all it's done is scare locals."

Jetray: "Keep your eyes peeled. They could be anywhere. How long until sunrise?"

Ali: "Um... Probably... 5 hours."

Jetray: "Plenty of time for them to find a perfect hiding spot..."

 **Elsewhere…**

 **Necrosis's POV…**

Necrosis: "So, we've come to yet another world."

I stood atop one of the buildings of this world as my servants and I watched the humans go about their pathetic lives.

Thrax: "It does not look much different than the last planet we were on."

Mal: "That is because this is still Earth, Thrax."

Thrax: "But you would expect another reality to look a little different."

Mal: "Well, this world has different Omnitrix bearers. Is that different enough for you?"

Thrax: "No, I meant aesthetically different."

Mal: "What, were expecting this Earth's moon to be yellow and the sun to be black-"

Necrosis: "Would you two be SILENT?!"

Mal and Thrax stopped talking and looked to me. I released a sigh at their bickering; a downside of having our physical forms back was having to listen to those two prattle on again. If I had more followers, I would have killed these two a long time ago.

Necrosis: "It does not matter what this world looks like. All that matters is that we take it while we have the chance."

Mal: "But, Lord Necrosis, what if the Omnitrix bearer of this reality attempts to interfere with us like he did before? He was able to overpower all of us in our Omnitrix bearer's mind, so he must be powerful."

Thrax: "And we do not have the extra abilities we had when we were a part of our Omnitrix bearer."

Necrosis: "Have you both forgotten that we still have our own abilities from before we lost our physical forms?"

Thrax: "Well... No, Lord Necrosis."

Necrosis: "And have you forgotten the other ability we possess?"

Mal: "No Lord Necrosis."

Necrosis: "And have you forgotten that we were able to successfully destroy the last world we visited?"

Thrax and Mal: "No, Lord Necrosis."

Necrosis: "Then be quiet, and listen. Our first step in taking over this planet is to start with this town. First we must split up; Thrax will take the north, Mal the south. I will take the middle. If you encounter any interference, then destroy it. Is that clear?"

Thrax and Mal: "Yes Lord Necrosis."

Necrosis: "Then get to work."

Mal and Thrax nodded and leaped off to do their assigned tasks. I then looked over the edge of the building I was on and jumped off, crashing to the ground.

Man: "Hey, what's that?" I turned to see the humans all looking at me in shock and surprise, and a grin grew on my face as my shadow began to ripple. You know, there was something I missed about having my own body; I could do my own dirty work again.

 **Kyle's POV…**

I began to wonder if it was bad to leave Ask Omni behind back there, but I had bigger fish to fry at the moment. I needed to catch up with them. I thought I should widen my search. I landed on the top of a building, and switched to Echo Echo, multiplying into three clones.

Echo 1: "Okay guys. We have to split up if we are going to find Necrosis and his goons! We can't let them possess Ask Omni again, or even Ben."

Echo 2: "You're not worried about us getting possessed?"

Echo 1: "Please. Kurama wouldn't allow it. He's already laid his claim on us."

Echo 3: "Wise words."

Echo 1: "We'll all stay in contact with the others. At least by splitting into three of us, we can cover more ground." I transformed into Astrodactyl. The second clone went Big Chill, and the third one went Cywolf.

Cywolf: "My optics and super speed will give me a big edge."

Big Chill: "They can't hide from someone who has intangibility. At least for long..."

Astrodactyl: "We'll divide the city into thirds. If you see our team, get Intel from them and use it to the best of your abilities. Let's go." We all split apart.

 **Thrax's POV…**

I took a large leap off a building and soon landed in the lot of an establishment called "Mr. Smoothies." Yech. Always hated those things. For some reason, humans love them. Don't know why. That just means this little rampage would be even more fun.

Several of the humans here all turned to me with shocked expressions. I looked around at them, and started smiling. I then straightened out my shirt and spoke up.

Thrax: "Ahem... Hello humans. Allow me to introduce myself; I am Thrax of the great Aloren race. I am here on behalf of the great Lord Necrosis, and as such, I wish to inform you that from here on out, this town belongs to him. For those that wish to live, I suggest you surrender immediately. Because, any and all who wish to resist the Great Necrosis shall be dealt with post-haste."

Then, I threw my arms out and from my shade I created dozens of shadow copies, each ready to strike if the need arose.

Thrax: "Do me a favor humans. Please resist."

 **Ben's POV…**

I had been flying around, then heard people screaming.

Whampire Ben: "Holy crap!" When I looked, I saw shadows attacking civilians and running away.

Whampire Ben: "Found one! That took long enough!" I hopped down and punched one of the shadows, shattering it.

Guy: "Kyle?"

Whampire Ben: "How many times do I... I have green eyes! Kyle has red eyes! Get with the program!"

Guy: "Oh. So..."

Whampire Ben: "Yes! I'm saving you!" Thrax came up, not looking happy I showed up.

Whampire Ben: "I may be new at this, but let me tell you one thing right now! I will not let you kill these people! Plus, I actually got some sleep!"

Thrax: "Good for you. Unfortunately, I don't care." Thrax then rushed at me and attempted to slash me with his claws. I was able to dodge the attack, but he wound up cutting through a table behind me, causing it to fall apart. He then turned to me and attempted to slash me again, only for me to grab his arm in the air.

Thrax: "Huh. Not bad." He then jumped in the air and kicked me in the head so I would release his arm.

Whampire Ben: "GAH!" I flew back, and flew at him again, punching him into the ground. I then got on top of him, punched him repeatedly, then I kicked him into a building.

Whampire Ben: "I don't care that you don't. Just making an observation, ugly." Before I could get him again, he slashed me, then kicked me into yet another building.

Thrax: "You are making a HUGE mistake, amateur. You may be a Vladat, but even they are inferior to me."

Whampire Ben: "Wonder where Kyle is..."

Thrax then threw his arms out and he created dozens of Shadow clones.

Thrax: "Destroy him."

Then, the Shadow clones each got into battle stances and they and Thrax all rushed at me, intent on slicing me to pieces.

As they surrounded me, I brought my hands inward.

Whampire Ben (thinking): _'Any moment now...'_ Right before they got me, I let loose a green explosion, vaporizing each one, and surprising Thrax.

Whampire Ben: "Sonic explosion. Can you do that?!" I extended my claws, when another random clone tackled me.

Thrax: "Boy. You disappoint me." I bit into his clone, feeling no blood, but I kicked him off of me anyway, destroying it.

Whampire Ben: "Why? Because I'm a Vladat and not a Draculust like you?!"

Thrax (quietly): "Maybe. (out loud) No, what disappoints me is what you do with your power. You and the other Omnitrix bearer could take control of this planet if you wish and yet you waste your potential on... Protecting it. If you have power, you should control, yet you just seek to serve those beneath you. It's a shame really; the Omnitrix bearer of our reality had a similar mindset before the great Lord Necrosis came into his life. But we showed him the truth, and rest assured Omnitrix bearer, he will see it again."

I lunged at him and slashed him across his face. He recoiled and clutched his face in pain, allowing me to strike again. However, before I could hit him again, he caught my hand and looked to me.

Thrax: "Heh, you got me there. Kudos. Sorry 'bout that; answer questions for a few years, you tend to get into a groove."

Whampire Ben: "I totally heard you whisper, by the way." He punched me, and I flew into someone's car. I spat a bat-shaped projectile at him, and it latched onto his head.

Whampire Ben: "HA! Now you should do what I say. You will help us take down Necrosis and save Earth!" He ripped it off of his forehead, and stepped on it.

Thrax: "I am not so easily swayed, human."

Whampire Ben: "Of course not." Well... Since Whampire wasn't cutting it, time for Sunspot. Granted, he doesn't work for long periods of time at night, but it may be worth it. I slapped my symbol, transforming into a fire covered man, but also covered in black spots. Occasional embers sprouted out of me, and my Ultimatrix symbol was in my chest now.

Sunspot Ben: "Sunspot! EAT FLAMES!" I shot a solar fire at Thrax, but he dodged it. However, it still grazed his arm, and smoke rose off of it.

Thrax: "GAAAH!" Thrax clutched the spot that I hit him and then raised his hand to inspect the burnt flesh.

Thrax: "Oh, I am going to enjoy killing you way more than I should." He then looked back to me and threw his arms out and from the crevices and shadows of the structures around us, he brought about a whole army of Shadow copies all glaring at me.

Thrax: "Kill HIM!" He then snapped his fingers and they all rushed at me. I acted fast and blasted several copies, causing them to disappear. Then, I charged another Solar Flare and blasted several copies behind me, destroying them as well. However, some copies started to dog-pile me, causing me to get pushed to the ground beneath their weight. I felt my light source fading, meaning Sunspot wasn't going to work anymore. I slapped my symbol again, and grew out of the pile as Humongousaur, at about 30 feet tall.

Humongousaur Ben: "RAAAAARRR!" I swung my fists, sending every clone flying around. As I went to attack Thrax, he moved out of the way of my next punch.

Humongousaur Ben: "STAY STILL!" I swung again, but he dodged, ran along my arm, and kicked me in the face. I stumbled for a moment, then swung again, hitting the side of a building. I transformed to Chromastone afterwards, and fired a laser at him as he was about to land from his fall. Thrax took the blast and was thrown right out into the street where several pedestrians were.

Thrax: "Ow..." Thrax began getting up and many civilians began freaking out and started running away. Meanwhile, Thrax got back to his feet, but was shaking his head, trying to get feeling back.

Thrax: "Tough kid to kill. (sees a couple running away) Need a new strategy."

Thrax pointed his arm at the couple and suddenly the couple stopped running, and grabbed their heads. They then let out screams as their shadows began to ripple, and Thrax seemed to be sweating a little. I didn't know what he was doing, but I needed to stop it. I got ready to charge another blast, when the couple suddenly stopped screaming and straightened up.

Thrax (strained): "Protect me."

Then, before I could fire the laser, the couple suddenly ran in front of me and blocked my path to Thrax.

Chromastone Ben: "Hey, get out of the-" I stopped talking when I saw the couple's eyes; they were now red, just like Thrax's shadow copies.

Chromastone Ben: "Oh no..." I went to fly over them, but I saw them running under me as I flew towards Thrax, and they somehow tackled me to the ground after I landed to get another shot on him. Thrax smiled as he escaped. Darn!

Chromastone Ben: "I am not in the mood for a three-way tonight, guys!" I threw them off, but not enough to slam them into a building. I stared the two of them down.

Chromastone Ben: "Aw man..." I put up my guard. The man threw a trash can at me, which I shot down. The woman had hit me with her purse. Not that it hurt, but wow. That was something I wasn't expecting.

Chromastone Ben: "Okay, guys. I don't want to hurt innocents, but I think I'm going to have to do something!" I turned into AmpFibian.

AmpFibian Ben: "I was going for Ghostfreak, but... WHOA!" I dodged a strike by going intangible. The lady tried for her purse again.

AmpFibian Ben: "Don't you have valuable stuff in there, lady?" I wrapped my tentacles around her body, and gave her small shocks to knock her unconscious.

AmpFibian Ben: "That'll do." The man was not phased, and he jumped at me. I was kicked to the ground, but it gave me the opportunity to give him a small shock, and he also fell unconscious.

AmpFibian Ben: "That was close." I went Sorceressa to try and find him.

Sorceressa Ben: "Where are you?!"

I continued scanning around the area, but the manna signatures I was able to pick up were fading. I scowled and began following the trail; it didn't matter how fast he was, Thrax couldn't have gotten far.

 **Mal's POV...**

I looked directly at the entrance of the establishment before me. Apparently, this was some sort of "Amusement Park" set up on a pier. It was always interesting what each race considered Amusement, though if I had to choose, I would say that humans were the most interesting in their choices. I always had the most fun at places like this on the Earth in my reality; perhaps I would have fun here too. I walked toward the entrance for this park, but before I could set foot inside, a man at the entrance blocked me with his hand.

Ticket Holder: "I'm sorry miss, you can't go in without paying a fee."

I looked to this man, and took in a deep breath. Then, before he knew it, I grabbed him by his shirt and lifted him into the air.

Mal: "Um... No thank you." I then threw the man into the park, causing him to crash right in a game stand and knocking over several bottles that were set up there. I walked towards the stand and saw the man operating it look completely shocked by the ticket holder I threw into his stall. He then looked to me and his jaw was shaking.

Mal: "So, do I win a prize?"

Park Employee: "GAAAAAHHH!" The man then climbed over his counter and ran away, leaving me at his stand.

Mal: "Hmm, lousy service here." I then looked to the stall and ripped off the front counter. I then walked into the stall, past the Ticket Vendor, and grabbed a miniature snow globe that was set here as a prize. Plain, yes, but amusing.

 **Ali's POV…**

Gwen and Kevin had gone with me.

Gwen: "The manna seems to be headed for the amusement pier."

Ali: "Are you joking, Gwen? Why would a vampire go to an amusement... Oh." They might want a meal of some type.

Kevin: "I don't think these guys are like how we think vampires work. They're alien vampires like Kyle's and Ben's new vampire form is." We saw Ben go Whampire at some point when he entered the city and split up from us.

Ali: "They want bloooddd..." I mimicked Dracula as best I could when I spoke.

Gwen: "They want to possess someone before the sun comes up. Our job is to stop them." I walked into the park first, surprised to find people running out.

Gwen: "What did I tell you?"

Ali: "I'm going in."

Kevin: "Sis! We need a plan first! We can't just rush in like Kyle and Ben tend to do. As much as I like doing it..."

Ali: "Never stopped you before, bro." I grinned.

Kevin: "Don't try me."

Gwen: "I'll cover the exits."

Kevin: "That's a start..." I poked my head out, seeing Mal observing a snowglobe, which she then pocketed. She rolled her eyes as she saw others hiding. I absorbed the wood, shapeshifting my hands into a sniper rifle and aiming.

Kevin: "Huh?"

Ali: "Wooden bullet. Sniper rifle." As I aimed at her head, I shot at her. However, when the bullet hit Mal, instead of killing her, she fell to the ground, rubbing the area of her head the bullet hit.

Mal: "Ow! What was that?!" Mal inspected the area and saw the bullet I fired on the ground near her. She grabbed it off the ground and began inspecting it, her face looking rather annoyed.

Mal: "Hmm, would you look at that? Someone believes they can kill me. What a shame, I was actually looking forward to this evening."

Mal then crushed the bullet in her hand, and looked over to the area we were hiding in.

Kevin: "Gwen..."

Gwen: "On it!" Oh God! TVTropes lied! Or they are just alien vampires and stuff like that doesn't work on them. Then again, I was aiming at her head, not her heart. Kevin and Gwen took a stealthy exit out, and I lowered the rifle to her chest, and fired again. She caught the next bullet on reflex alone.

Ali: "Of course."

Mal: "I know you're over there, human! I can see your projectile launcher!" I pulled it back, and looked for something metallic. I'm not going to take her by surprise if she knows where I am now. I replaced my wooden armor with the metal from the fence next to me, and hopped out.

Mal: "Oh. It's just you."

Ali: "Just me?! Who were you expecting?"

Mal: "One of the other two Omnitrix bearers of your reality. Oh well. Not going to matter now. I wonder how they'd react if I killed you."

Ali: "You do, and Kyle will not rest until you guys are found and killed. Until then, you're going to deal with us!"

Mal: "Us?" Kevin hit her in the back of the head with a flying kick, then Gwen held her with a manna lasso.

Gwen: "Good distraction, Ali!"

Ali: "Ha. All part of my plan." I chuckled nervously afterwards.

Mal glared at each of us, then closed her eyes, like she was concentrating. Then, her shadow started rippling and spread out to all three of us. Then, before we knew it, the shadows suddenly erupted from the ground and uppercut all three of us, allowing Mal to get free.

Mal: "You know, humans can be very annoying sometimes. Almost makes me wonder why Lord Necrosis even wants this world. But then I see places like this, and meet humans like you, and I remember why."

I rubbed my jaw and looked to the shadow that punched me. It had Mal's outline and I could clearly see the red eyes it had, but beyond that, it was just a shadow. A shadow with form, but a shadow none-the-less. I glanced over at Gwen and Kevin and it looked like the shadows that punched them looked exactly the same as the one I was facing. Guess Alorens could make Shadow Copies. What else could they do?

Kevin: "Would've been nice if Kyle mentioned this earlier."

Gwen: "Agreed." The clone nearest to her attacked immediately. Gwen got hit into a carnival stand. Kevin was slammed through the wooden floor, but he armored himself in the wood, and kicked it to set himself free. I shapeshifted my hands into maces, and slammed the one nearest to me, but it recovered practically instantly and punched me back. I charged the mace up with electricity the next time, then swung, only for it to dodge and kick me again. I hit it after bounding back by shaping my legs into springs, and it shook with pain. Kevin turned his hands into hammers, and slugged the clone he fought, only for it to punch back.

Gwen: "Kevin!" She used a judo throw on the clone she fought, as the clone flipped her as well. Gwen back flipped to recover, then began throwing manna orbs at the clone. The clone put up its arms to block the assault. Mal had been sitting back and watching the whole time.

Kevin: "How about fighting us yourself, you vampire bitch?!"

Ali and Gwen: "KEVIN!"

Mal: "Sounds like you want some more playmates." Mal's eyes glowed and suddenly the Shadow clone that was fighting Kevin suddenly split apart, creating three copies.

Kevin: "Oh come on!" All three clones tackled him to the ground and started slashing apart his wooden armor. Reacting quickly, Kevin reached out for a nearby metal beam and absorbed the material, creating new armor. Kevin then kicked one of the copies in the face, throwing it to the ground, which directed the gazes of the other two copies towards it. Kevin took this opportunity to get up before rushing to the other clones and punching them in the faces.

Meanwhile, the clone Gwen was fighting rushed at her and started slashing at her. She managed to block several of the slashes, before her hand glowed and she unleashed a giant blast of energy at the clone's chest, shattering the Shadow clone and causing it to vanish.

Mal (annoyed): "That's irritating."

I growled at her, then de-armored my hands, grabbing one of the clones.

Kevin: "Ali! NO!" I began sapping energy out of it, and began becoming vampire-like in appearance. My hair grew longer and more ragged, and fangs grew in my mouth as my skin turned pale.

Mal: "An Osmosian?" The clone I held then vanished, just like the one Gwen destroyed.

Draculust Ali: "Mmm." I opened my eyes, showing red, blood lusted eyes instead of my regular black eyes.

Mal: "I'm surprised you could absorb that." She stopped leaning back as I shapeshifted my hands into katana blades, cutting the clones apart.

Draculust Ali: "You two can handle the clones, right?"

Kevin: "Um... I guess?"

Draculust Ali: "I want some REAL Aloren energy!" I licked my fangs in front of her, then charged.

Kevin: "Should I call Kyle?"

Gwen: "YES!" She shot a manna orb at two of the clones Kevin was fighting, then shielded them as Kevin reached for his communicator.

Mal ducked under my blades as a slashed at her, before attempting to slash me with her claws. I was able to parry the attack, before attempting to stab her. She managed to catch my blade before she hurled me into a nearby stall for one of those skeet shooting games.

Mal: "So you think yourself an Aloren now, do you?" Mal began walking towards me with a frown on her face. I managed to get up from the stall and glared at her.

Mal: "All you absorbed was a fraction of my abilities. You would never to be able to match my full power."

Draculust Ali: "You think... I don't know that? That's why I want the whole package!" I ran at her again, slashing her, but she parried with her claws as I hit her.

Mal: "You are just an Aloren-Osmosian hybrid! You are not a pureblood like me!"

Draculust Ali: "Good for me. I want more energy, and I can get it from you!" I kicked her, forcing her into one of the 'strong-man' games with the hammer. She landed on the weight launcher, making the weight fly up and break the bell.

Draculust Ali: "Strongest being here according to that."

Mal: "No carnival game will prove your strength."

Draculust Ali: "You're right." My fangs grew longer as I used super speed to get closer, but she still nailed me with a right hook, making me slide across the dock into the ticket booth.

Kevin: "Kyle! We're at the amusement pier, fighting one of them right now! We'd like it if you got over here!"

Cywolf: _"On my way!"_ Kevin threw one of the clones into a skee-ball game, as Gwen slammed it with a mana blast, and it dissipated. The other clones rushed at Gwen.

Gwen: "Hurry!" She launched Kevin up with manna as Kevin hit them all with a diving punch.

I crawled out from the ticket booth, more pissed off than before. Mal then rushed at me and attempted to punch me in the face, but I was able to block it, and attempted to slash her gut, but she dodged my attack and then delivered a kick to my head, throwing me to the ground.

Mal: "You cannot hope to defeat me Osmosian." I tried to get up, but she rushed over to me and slammed my head into the pier, breaking the wood.

Mal: "A pure-blooded Aloren's power is unmatched." She then grabbed me by my hair and threw me into a nearby pole.

Mal: "If I so wished, I could wipe you off the face of this planet. True, it would be a bit boring, but it is possible." I then rushed at her in anger, but she rushed out the way of my blade and suddenly appeared behind me. Then, before I could attack, she had me in a choke-hold and held my head in place with her hands.

Mal: "We are all-powerful! We are invincible!" She then leaned into my ear, and whispered the last statement to me.

Mal: "And just in case you were wondering, we don't drink blood. Consider that a fun fact."

This bitch's grip was hurting... That was for sure. Kyle had gotten me in these before, but his grips were... Well... Easier to get out of. THIS...

Draculust Ali: "AAAGGHH!" I bit her arm. She grunted, but didn't let go enough for me to get loose. Usually works for Ripjaws. I stepped on her foot after shapeshifting my armor into a giant spiked boot, and she growled this time.

Mal: "Even now you resist!"

Draculust Ali: "YOU... AGH!" I shapeshifted my swords back into hands, dearmored them again, and grabbed her arm, sapping more energy.

Draculust Ali: "Bad mistake... Holding me in this close... HAHAHAAAA!"

Kevin: "She's going insane! When's Kyle getting here?!" He tossed one of the clones into the water off of the pier, then Gwen blasted one into the sky.

Gwen: "Wish I knew!" Some laser blasts popped out of nowhere, and Kyle was standing above the crowd. The clones looked at him.

Cywolf: "Hey, vamp bitch. Miss me?" He smiled, and jumped, then summoned his energy mace-chain to swing it into the crowd of clones, smacking them all away.

Gwen: "About time you got here! Ali needs your help!" He looked at Mal and I.

Cywolf: "ALI!"

Draculust Ali: "I don't need your help!"

Mal: "You... Fool..." Suddenly, I felt something strange happening. As I absorbed Mal's energy, my head began to hurt, and suddenly I felt my grip on Mal tighten.

Mal: "You should not have attempted to absorb my power Osmosian. How do you think... We were able to take the Omnitrix bearer?" Mal's voice seemed to echo in my head, almost like her thoughts were becoming a part of mine. Suddenly, I felt scared, and I tried to stop absorbing her power, but it kept flowing into me. And the more energy I absorbed, the worse my headache got.

Mal: "Like this trick? The great Lord Necrosis taught it to Thrax and I. With enough concentration, we can exert our wills over other beings. However, if we apply this trick to an energy absorber, such as you or the Omnitrix bearer, then we do more than just control. We take over... And with your power at my disposal... I will be... Unstoppable..."

Her voice became faint as I felt my thoughts fading away and hers replacing them. I began to see images fly before my eyes. Images of other worlds, other places, other aliens. These must have been Mal's memories. But... Something was strange about them. I used whatever part of my mind I had left, and I focused on them. Then, once I was able to piece them together, it took everything I had to not burst out laughing.

Draculust Ali: "Oh my God..."

Cywolf: "GET AWAY FROM HER!" Suddenly, something slammed into me- into Mal. She lost her grip on me and was then thrown to the other end of the pier.

Cywolf: "Ali! Are you OK?!" I got up, growling.

Draculust Ali: "Whoa... Man... I know how they got to him now..." I looked at Mal, who was mad.

Cywolf: "There's no way you're getting her, Mal! You're going WAY down!"

Mal: "You had to get in my way, didn't you, Omnitrix Bearer?"

Cywolf: "Uh... It's an-" Gwen covered Kyle's mouth using her manna.

Kevin: "No way you're getting away with this." I was still dizzy from the experience. I thought if I absorbed all of her energy, she'd be stopped. But she was prepared for it. That's how it happened to this Omni.

Mal: "It's a what?"

Cywolf: "None of your business."

Mal: "Hmm. Fine then. At the moment, I can't take you like we took the Omnitrix bearer of our reality, but it won't matter."

Mal threw her hands out and a dozen shadow copies sprouted from the ground and looked at us.

Mal: "Lord Necrosis will be pleased when I bring your bodies back to him."

I managed to stand up using Kyle for support, and we all got into battle stances as Mal pointed at us and her copies all rushed toward us.

Draculust Ali: "Sorry, guys. I thought if I absorbed everything she had..."

Cywolf: "Don't worry about it now, Ali."

Draculust Ali: "But now... I JUST WANT TO TEAR A VAMPIRE TO SHREDS! AHAHAHAHAAAAAA!" I turned my hands into machine guns, and fired like a madwoman at the Shadow Copies.

Draculust Ali: "YATATATATATATAAAA!"

Cywolf: "Gwen, help her shoot stuff. Kevin and I will be the front charges." He transformed to Heatblast.

Heatblast: "Ready?"

Kevin: "You know I am." Kyle shot a flamethrower at Mal, who dodged, but the clones behind her got incinerated in the shots. My bullets managed to hit more of them, destroying them completely. Kevin jumped at Mal, and hit her, but she hit back, punching him into the ground, which partially burst.

Draculust Ali: "Bro! Oh... That is it!"

Gwen: "Wait! I have an idea."

Draculust Ali: "Huh?"

Gwen: "How about you summon clones of your own? You have the DNA of her in you. Try using it." I grinned.

Draculust Ali: "Ooooh." I concentrated, summoning three clones of my own, all of which looked like me, but more shadowy.

Draculust Ali: "Get her!" The clones all charged for Mal.

Heatblast: "Oh nice!" He punched through one of Mal's clones just then, and burned yet another one.

Mal: "Heh, you still have a lot to learn." Mal lunged at one of my clones, and thrust her hand through its chest, causing the clone to vanish.

Mal: "A shadow clone is a mere extension of your will. They are no match for true Alorens." Another one of my clones attempted to jump her, but she managed to see it in the corner of her eye. She then grabbed the clone out of the air, and ripped it in two, causing both halves to vanish.

Mal: "Besides, your power is still weaker. And, if I remember Osmosian physiology well enough, that power will fade away. Which is probably a good thing for you."

My last clone attempted to slash her, but before it could, Mal held her hand out at it, and it suddenly froze in place. Then, its form started twisting and altering 'till the clone suddenly took on the outline of Mal, and looked back to us.

Mal: "Not to be rude, but you don't really pull that look off."

I bared my fangs.

Draculust Ali: "Neither do you, bitch!" I fired off more electric rounds. It went through the clone, and hit Mal, but she just blocked the entire assault.

Heatblast: "Oh man..."

Kevin: "Help her!" Kyle shot fire at Mal. She screamed as she was blasted into a bumper car. Kyle then sent a meteor at her, but she dodged it. I immediately caught up to her, and punched her, but she whipped me into another bumper car.

Mal: "In fact, I feel your Aloren energy slipping away..."

Heatblast: "That's it!" He rocketed himself at her, and kicked her, but she dodged, then swung a bumper car into him, knocking him into the sky. Gwen lassoed her up temporarily, only to be stopped by a shadow clone, but Kevin hit it down. I swung a hammer at her, pulverizing her in the face and sending her flying from the pier into the street. She got back up quickly and now looked even angrier. I could even see that she was sweating a bit now.

Mal: "I was giving you genuine advice..."

She then looked at us and bared her fangs.

Mal: "And you know what? I'm getting tired of you. All of you. So I have an idea, why not change opponents?"

Mal pointed her arm at us, and suddenly Gwen and Kevin started screaming. Kyle and I looked over to them, and we saw them clutching their heads as their shadows started rippling.

Gwen: "What's... Happening- GAAAAAHH!"

Kevin: "G-Gwen- AAAAAHHHHHH!"

Mal (strained): "Have fun... With them." Mal then ran away from the area as our backs were turned, and suddenly Gwen and Kevin stopped screaming and looked up to Kyle and I. Their eyes were now glowing red, just like mine and Mal's shadow clones.

Draculust Ali: "Oh no... GAH!" The Aloren energy disappeared, and I changed back to myself.

Ali: "Shit."

Heatblast: "This was all my bad."

Ali "No. I thought I could sap her energy and destroy her that way. I... Was so sure..."

Gwen: "HAA!" She shot manna at us. We dodged it.

Heatblast: "Gwen! Are you crazy? Mal's the bad guy! We need to get her."

Kevin: "We must obey our mistress..."

Gwen: "Destroy the Osmosian and Pyronite."

Ali: "Well... Shit." I turned my hands into swords.

Heatblast: "Ali! Are you crazy!?" I jumped at Kevin, but he deflected my blade, and punched me into a bumper car. Kyle shot fire at Gwen, knocking her back.

Ali: "We just need to turn them back to normal. That's all."

Heatblast: "Easier said than done..."

 **Meanwhile…**

 **Ask Omni's POV…**

Ask Omni: "Come on... Work dammit!" I was currently fiddling with an old TV that was left in this warehouse, and at the moment, I was trying to get the thing to show me something other than static by messing with its dial. I would wonder who would save this old thing, but at the moment, I was getting antsy being cooped up in this warehouse, and I needed something to distract me. So, this would have to do.

Ask Omni: "Come on... Almost... There!" I managed to finally get rid of the static on the screen and get a channel to come through. I sat down on a crate across from the television, and saw a news broadcast that showed what appeared to be people running in fear from nearby destruction.

Voice: "Hello, this Will Harangue, and you're watching the Will Harangue Nation." I didn't know who this Will Harangue was, but he sounded aggravating.

 **Necrosis's POV…**

You know, I never realized how much I missed this. While it was amusing to have the Omnitrix bearer spread our terror, there was nothing like inspiring fear yourself. At the moment, I was in the middle of the street as various humans ran from me. Behind me were the smoking remains of several vehicles I had destroyed, and around me was my army of Shadow Duplicates, who continued spreading destruction.

It was better this way; if I wished to rule this planet, then I would need to quell any seeds of resistance now so these beings would be more subservient. It may be a bit drastic, but it was necessary. After all, what better way is there to control cattle than with fear?

I watched as my Shadow puppets continued assaulting the populace. Some humans attempted to fight back and defend their loved ones, while others attempted to flee from my Shadows. I couldn't help but smirk at them; it did not matter which planet they were from, in the end it was always amusing to see how they tried to resist.

 **Astrodactyl Kyle's POV…**

Damn this... I kinda wish I had gone Metrion or Sorceressa now. That's one of my problems, though. I get so deadset on achieving a goal a certain way that I forget I have better options at times. As I landed to try and go Metrion, I heard a scream.

Astrodactyl: "The hell?" I turned my head, seeing dark figures chase after civilians. I sighed, then flew down, summoning my whiplashes. I whipped the clones, vaporizing them instantly.

Woman: "Thanks, Kyle!" I waved my hand.

Astrodactyl: "You okay, lady?"

Woman: "I am, thanks."

Astrodactyl: "Did you see anyone vampirey-looking per chance? I need to find them and stop them so I can go to bed tonight."

Woman: "I didn't. I'm sorr- AGH!" She ran off, and I turned around, seeing Necrosis.

Necrosis: "Omnitrix Bearer."

Astrodactyl: "Necrosis... Any reason you love torturing innocent people?!"

Necrosis: "It's just something I love doing, you know? Now, I HATED it when you removed me from my original bearer; he was so usable."

Astrodactyl: "Enough talk. Let's dance." I fired a laser from my mouth.

Necrosis rolled out the way of my laser before he summoned more Shadow Clones. He pointed at me and the clones all rushed at me. I summoned my whiplashes and lashed the clones one by one, vaporizing them. However, I failed to notice Necrosis running up to me and delivering a swift kick to my face, throwing me into a nearby abandoned car.

Necrosis: "You know, I should give you some degree of thanks. I forgot how fulfilling it is to spread fear yourself, and thanks to you, I have been able to recapture that feeling. It almost makes me want to spare your town as a reward."

Necrosis's eyes then glowed red and more Shadow Clones grew from his shadow.

Necrosis: "Almost."

I gritted my teeth, then thought of an idea.

Astrodactyl: "Well, I think it's time you learned a little something called 'GET THE HELL OFF OF MY PLANET!'" I slapped my symbol, making it grow spikes. My jetpack immediately sprouted real pterodactyl wings instead of the regular wings. My belt got holsters for pistols as they suddenly materialized, and as I grew taller and more buff, my skin changed from tan to black. My break grew wider as my teeth got sharper, and goggles grew over my eyes.

Astrodactyl: "ULTIMATE ASTRODACTYL!"

Necrosis: "What is this?"

Ultimate Astrodactyl: "What? Never heard of getting an upgrade on command?" I pulled up my pistols as my whiplashes wrapped around them, turning them into SMG's. My wings also suddenly became metallic and bladed.

Ultimate Astrodactyl: "Like this... I'm pretty badass..." I shot multiple rounds at all of the clones, and they all began to immediately dissipate. When Necrosis dodged, I shot blades from my wings at him.

 **Ask Omni's POV...**

I continued watching the news as Kyle appeared on the scene and fought Necrosis. I was surprised by his "Ultimate" form, but I suppose his Omnitrix had features mine didn't have. Guess that's alternate worlds for ya. But anyway, I saw as he destroyed Necrosis's Shadow Clones with his SMG's, and soon attempted to skewer Necrosis with his wings. However, Necrosis's shadow suddenly rose up in front of him and blocked the blades, acting like a shield. Needless to say, that was surprising.

Ask Omni: "Okay... That's new."

 **Kyle's POV...**

I was surprised that Necrosis was able to make his shadow act as a shield. It got me wondering what other abilities he had under his sleeve. However, Necrosis dispelled the "Shadow Shield" and looked up to me.

Necrosis: "So, that form in the Omnitrix bearer's mind was more than just another transformation. Oh, I have underestimated you. Your Omnitrix is much stronger than the one from our world. (quietly) If only Thrax and Mal were here; you would make a great host."

I growled at him, then smirked.

Ultimate Astrodactyl: "HA! Even if you possessed me, you three would have a lot of roommates to tend to. Trust me. You would NOT want to see what I have in MY head!"

Necrosis: "We will deal with them when that time comes."

Ultimate Astrodactyl: "What makes you think I'll give over my body willingly? SQUAWK!"

Necrosis: "Oh. I expect this to be quite the process, boy." He had sent shadow darts at me. I surrounded myself with my wings, and every dart began to bounce off of them.

Ultimate Astrodactyl: "Trust me. You'll NEVER get my watch!"

Necrosis: "Believe what you want, Omnitrix Bearer."

I attempted to blast Necrosis with a laser, but he managed to jump out of the way. He landed on the side of a nearby building and started climbing up the side of it with his claws. I continued trying to hit him with my pistols but he kept avoiding the shots 'till he reached the top of the building. He then looked over to me and leapt at me, grabbing me in the air.

Ultimate Astrodactyl: "Hey, no free rides!"

I tried to shake him off, but he held on tight. Then, he reared his hand back and lunged it right into my jet pack, causing to short circuit.

Ultimate Astrodactyl: "SHIT!" I dived for the ground, doing a barrel roll, and slid him into the concrete below. I then hopped off of him, and transformed to NRG.

NRG: "Hey, Necrosis. You want your crown?! Here's its shining light!" I released a nuclear explosion, forcing him to shield himself as he escaped the light. I saw the smoke, then went XLR8 to zoom after him.

XLR8: "FOUND YOU!" I barraged him with kicks to the face before he grabbed my tail, slamming me into the ground. Still smoking, he was outraged.

Necrosis: "You will pay for that!"

He then threw me into a nearby building, making a hole in the wall. Necrosis then leaped into the hole after me, but I managed to avoid him before he landed on me. I then came up behind him and punched him again, making him fly through another wall and land into an adjacent room in the building.

XLR8: "I can go all night Necrosis. Ready to give up?"

Necrosis: "Never, Omnitrix Bearer." Necrosis then got up off the floor and soon his eyes glowed red again, and his shadow, as well as the shadows around the room began shaking. Then, like zombies rising from their graves, more shadow clones started appearing.

 **Ask Omni's POV...**

Will Harangue: "As you can plainly see, the vigilante known as Kyle Tennyson has just appeared on the scene, and seems to have joined forces with this monstrous creature in destroying our town."

Ask Omni: "No he didn't. He's trying to stop him, you idiot!"

I continued watching the news, waiting for Kyle and Necrosis to come out the building they went in, before something flew out of a window and landed in front of the camera. It looked like XLR8. Then, from the window, I saw Shadow Clones crawling out, and in the center of them was Necrosis.

Ask Omni (worried): "Kyle..."

 **Kyle's POV...**

Being surrounded by overwhelming odds. Nothing new to me. I always wiped them out, one way or another. But their boss, Necrosis, was here, too. Being hurled out like that was not cool. Plus, I saw the Harangue Nation cameras. What the FUCK does that guy have against me?! GOD... DAMN IT ALL! I got to my feet, going Chromastone.

Chromastone: "TASTE THE RAINBOW, MOTHERFUCKER!" I shot a large rainbow beam at him. He had to dodge, and so did some of his Shadow Clones.

Necrosis: "Your catch phrases are becoming insufferable!"

Chromastone: "Did I use that many already? Wow. You have a short fuse, chucklehead."

Necrosis: "Clones! Pin him down! His body is mine!"

Chromastone: "Possessing me already? At least take me out to dinner first." I shot his clones as they all came for me. Necrosis was getting SOOO pissed.

Necrosis (whispering): "Not yet, Omnitrix Bearer."

As I continued blasting clones apart, Necrosis looked to Will Harangue and his film crew. He then pointed his arms at them, and they started screaming.

 **Ask Omni's POV...**

Will Harangue: "GAAAAAAHHHHH!"

Ask Omni: "What the heck?" I watched as this "Will Harangue" guy started clutching his head and screaming. The camera guy soon followed suit as the camera suddenly fell to the ground and he began screaming as well. I couldn't see much of what was happening, but from where the camera was on the ground, I could see their shadows rippling. Then, Will and his Cameraman stopped screaming and from the way their feet moved, it looked like they were turning towards Kyle.

Ask Omni: "Oh no. (grabs the TV) Kyle, behind you!"

 **Kyle's POV...**

I got up, seeing Will and his cameraman come near me.

Chromastone: "What? Gonna heckle me?" His cameraman took a swing at me, surprising me. I jumped back, as Will swung his Mike at me. I blocked him. Then hit him in the gut, flipping him onto his backside. His cameraman hit me with a pipe he found on the ground, but I just kicked him into a dumpster.

Chromastone: "You're not my problem, camera guy! Harangue is!" Will then punched me as he got up, and I slapped him across the face, making him fall over.

Chromastone: "You have no idea how long I've been waiting to do that shit right there, asshole!" I kicked him in the face as he was on the ground, then I felt garbage hit me in the head as the cameraman was throwing crap at me from the dumpster.

Chromastone: "Gross!" I then went Upchuck and began devouring the trash.

Upchuck: "Keep it coming, fool!" As I ate some more trash, I spat a non-lethal explosive loogie at him, and it exploded, knocking the cameraman unconscious. Will kicked me and then charged for me. I transformed to Pikachu, shocking Will, which made him fall unconscious, too. I then hit him with my Iron Tail to the back of the head.

Pikachu: "I don't care if that was uncalled for, that was just satisfying as fuck." I looked for Necrosis, and saw that he escaped again.

Pikachu: "GOD DAMN IT!" I became Rhapsody.

Rhapsody: "I swear to God, mon, I am GOING to destroy you when I find you again Necrosis!"

 **Ask Omni's POV...**

The image on the TV suddenly changed, now showing a cartoon news anchor asleep at a desk with the words "Experiencing Technical Difficulties" floating above his head. I became worried; from the looks of things, Necrosis did something to the news crew, and it looked like Kyle was getting a bit over run with everything Necrosis threw at him. I was afraid that something had happened to him, and I felt like I needed to do something. I got up from my seat, and walked over to the door. However, just as I clutched the door handle, I froze up. I suddenly realized something; I didn't want to fight those things! Those... Monsters made me do horrible things for four years, and the only reason I was even on this world was because they made me blow up mine! My family... My friends... All of them... Gone... All thanks to them...

But now I was free again, I had my life back. All thanks to Kyle and his friends. If I did nothing, then they might get hurt, or worse. Is that how I wanted to repay them for saving me? By letting them die? I... I didn't know. Reflexively, I started hugging myself as my body began to shake. I didn't know what to do. Should I help stop those things? And if I did, what would happen to me? Would I be free to live my life again? Or would we lose, and I become those things'... Puppet again? As I thought this over, my eyes wandered to my wrist and I saw that my sleeve had slid down enough so that I was able to see my Omnitrix. It looked exactly as it did four years ago; after Azmuth gave me and Tonto the Master Control and our watches recalibrated. Looking at it now, after four years of being unused... Made me feel... A little happy. I remembered all the stuff I did with it. The lives Tonto and I saved, the villains we fought. I remember there was this was one scientist who thought he was "Humanity's Savior" or something and while he had me and Tonto tied up, he monologued about his plans, giving me and Tonto enough time to get ourselves free. I smiled when I remembered that.

Suddenly, more memories entered my head. Memories about my time with Tonto, and his goofy smile. I remembered how we met, how he unintentionally helped me come up with my Super Hero alias, dumb as it was. I remembered his annoying voice, his constant stupidity, his... Happy attitude, his joy, his will. No matter what, he was always there to help. And now, he was in some other world while I was here. And the only people that knew of him were fighting those things that possessed me. They were Tonto's friends. They were my friends. I couldn't let them die.

My hands soon tightened into fists, and my teeth clenched in my mouth. I then looked to the door of the warehouse, opened it up, and ran outside to help Kyle.


	4. Chapter 4

**Kyle 10 VS Omnitrix the First: Kyle's Universe**

By DriveMaxUltraDynamoZord and Omnitrix1

 **Chapter 4: I Vant to SUCK…**

 **Ben's POV…**

Sorceressa Ben: "Where could he have gone?!" I was still flying around searching for any sign of Thrax. I had been able to follow his trail for a while, but eventually it just faded away and I lost it entirely. I wished Gwen was there. She's a lot better at this than I am. I almost got fed up searching for him when a shadow with red eyes came out of a wall. I almost attacked it at first, thinking it was Thrax, but then I saw it was Kyle as Big Chill.

Big Chill: "It's okay, Ben! It's me!"

Sorceressa Ben: "Thank goodness. I found one of the vampire guys. He went somewhere over here."

Big Chill: "No manna?"

Sorceressa Ben: "I'm not as good as you or Gwen at this." Kyle transformed into Metrion.

Metrion: "Allow me to help, Tennyson." He/She scanned as well, helping me out.

Metrion: "Which one were you looking for?"

Sorceressa Ben: "Called himself Thrax."

Metrion: "Thrax? Yeah. That one was annoying."

 **Rhapsody Kyle's POV...**

Rhapsody: "Come out, Necrosis! Fight me like a real Aloren!" As I looked, I knew I should have been more merciless and avoided the quips. I usually do that, too.

Rhapsody: "Trey, sometimes... Quips just don't work." I kept flying through the night, figuring my invisibility would give me an edge. Then, as I looked down to the ground, I saw what looked like a person running from the South side of Bellwood. It didn't seem too strange at first, since people can go for jogs at night. However, this person was moving a lot faster than a normal person would move. I decided to float closer and see if I could get a better look. It was a bit difficult, but I was able to fly by the person as she ran, and I saw that it was the girl Draculust from before. I think her name was Mal. She looked a bit irritated and kept looking over her shoulder as she ran, almost like she thought someone was following her. It didn't matter anyway; she may not have been Necrosis, but she was still a threat. I pulled out my scythe, and decided to trail her.

Mal: "This is not good... I have to reunite with Thrax and Lord Necrosis soon. We need a place to hide for when sunrise comes. I'm sure they know that..." I came closer and closer, and charged my scythe up with fire. She would not like getting hit like that.

Rhapsody (whispering): "Surprise, mon..." I raised it up to strike her.

Thrax: "Mal!"

Mal suddenly stopped running and looked over to the source of the voice, and she and I quickly saw that it was Thrax, who was currently standing in a vacant lot, clutching his arm.

Mal: "Thrax!" She quickly ran over to join her compatriot, with me following behind.

Thrax: "What are you doing here? Didn't Lord Necrosis order you to take the South side of this town?"

Mal: "And didn't he also order you to take the North? Why aren't you there?"

Thrax: "I encountered... Interference. One of the Omnitrix bearers of this Earth attacked me while I was spreading my beautiful carnage." At saying the word, "Carnage," I saw Thrax's lip slightly turn into a grin.

Mal: "Something similar happened to me. I had decided to stop at a place of amusement for a while, when the humans who associate with the Omnitrix bearer attacked me. It was irritating to say the least. Though, I almost took one of them; a girl who was part Osmosian. Unfortunately, I was stopped by the other Omnitrix bearer of this Earth." Other Omnitrix bearer? She must have been referring to one of my clones. But that wasn't the most important part of the story to me. What was important to me was that it sounded like she tried to take over Ali like they did Ask Omni! I could feel my grip on my scythe tightening with that information.

Thrax: "That is a shame. Why did you run then?"

Mal: "They were becoming more of nuisance than I liked. Thankfully, I was able to assert my will over two of them to distract the others... But it took a lot out of me to do."

Thrax: "Same with me. I took control of a human couple to distract the bearer I fought. He was too much trouble to kill."

Mal (points to Thrax's arm): "You mean you ran when he actually hurt you?"

Thrax (embarrassed): "Well... Not at first. But why are you insulting me? You ran as well."

Mal: "True. But as you can see, I'm not nursing any wounds. You, however, are holding your arm so tight that it looks like you'll bleed out if you hold yourself any tighter."

Thrax: "Why you-"

Voice: "SILENCE!" Thrax, Mal and I all looked up and we all saw Necrosis looking down at us from atop a building. He then leapt off the building, and crashed to the ground right in front of Thrax and Mal, a look of anger on his face.

Necrosis: "You both disappoint me. I told you to destroy any interference you faced. And yet, I do not see our enemies' bodies anywhere." Didn't he run away to?

Mal: "A-Apologies, Lord Necrosis. We should not have abandoned our positions."

Thrax: "We assure you, if you give us the chance to correct these mistakes, then we will surely-"

Necrosis: "Shut up! You're both lucky I still have use of you. There has been a slight change of plans."

Thrax: "Why, Lord Necrosis?"

Necrosis: "I have underestimated the abilities of this world's Omnitrix bearer. His Omnitrix is much more powerful than the one from our world."

Mal: "Perhaps it is dimensional differ-" Necrosis shot a glare at Mal, and she immediately shut up.

Necrosis: "Regardless of the circumstances, he is more powerful than I imagined. Which is why I have made a new decision."

Thrax: "What is that?"

Necrosis: "We shall take him as our new host." Yeah, you can try. And why we?

Mal: "And what of the Omnitrix bearer of our world?"

Necrosis: "Forget him. He is weak and afraid; he would not dare fight us with what we had him do. Which is why we need the bearer of this world. You both know what we were able to accomplish when our powers were combined with our world's Omnitrix. So, since this world's Omnitrix is more powerful, imagine the feats we would be capable of then. Imagine what new atrocities we could commit, the worlds we could enslave." Yeah, you could try dude.

Mal: "I can imagine it, my Lord."

Thrax: "Everyone will be kneeling before us. HA!" There was NO way these motherfuckers were taking my body. If I don't even let Kurama do it, and he lives in me... There's no way these outsiders were getting in MY mind. I swung at Mal, hitting her in the backside.

Mal: "GAAAHHH!" She was keeling forward with her back having embers on it.

Necrosis: "OMNITRIX BEARER! SHOW YOURSELF!"

Rhapsody: "Funny you should say that, Mon..." I revealed myself, showing my scythe was on fire, causing Mal to growl at me.

Rhapsody: "I'll fight all three of you myself if I have to, sure. But, there are two things you need to know. 1! My name is Kyle Tennyson, and I will be your destroyer today. No need for tours, just straight up death. And 2! If you DO manage to possess me, like I told your boss. You're going to have a lot of roommates who will NOT appreciate your company." I transformed to Swampfire, then went Ultimate Swampfire.

Ultimate Swampfire: "Now... Let's dance!" I shot them with blue fire, but all three dodged the blast, with Thrax helping Mal move.

Thrax: "Mal, are you alright?"

Mal: "That is the second time that bearer has done me harm. This time, I will do more than make him bleed."

Mal's eyes then glowed and from the shadows came various Shadow clones, all glaring at me. Mal then got out of Thrax's grip and leaned on a nearby fence.

Thrax: "Do not worry Mal. I will ensure he pays for this." Thrax then turned in my direction and then he and Mal's Shadow Clones all rushed at me intent to do me harm. Meanwhile, Necrosis held his arms out and from his shadow grew large, clawed hands, similar to his bony hands in Ask Omni's dream. He then pointed at me, and the hands suddenly stretched out from their position and attempted to crush me. However, as Necrosis' attack came for me, I slapped my symbol a second time, increasing my size, sprouting leafy wings, my tree form becoming leafy again, with thorny feet, a Venus Flytrap head, and seed pods coming out of my back and teeth.

Giga Swampfire: "GIGA SWAMPFIRE!" I caught Necrosis' arms with my big beefy ones, and breathed fire into the shadows. Necrosis had to jump back as Thrax and Mal's Shadow Clones all jumped me at once. I swung my spiky tail into them, and got on all fours, shooting the pods off of my back like grenades. They had to dodge, and Thrax grabbed Mal again so they could run away.

Thrax: "This damn Omnitrix bearer doesn't know when to quit!"

Giga Swampfire: "TOUGH TALK COMING FROM THE GUYS WHO ARE LOSING!" I turned around to shoot the needles from my tail at them, but they all put up Shadow Barriers to block my needles, and when they went down, Necrosis looked a lot more pissed then he did before.

Necrosis: "You dare mock ME?!" He then clenched his hand over a section of shadow, and from it grew a new bony arm, this one larger than the last two. It hurled itself at me, but I managed to catch it. However, I quickly saw that Necrosis used his other hand to create an army of Shadow Clones, which he soon sicked on me.

Necrosis: "I am Necrosis! Member of the great Aloren race, and the first of a new dynasty! I refuse to accept defeat again!"

The clones started climbing up my body as I struggled with the Shadow Hand. I managed to free my other hand, and I began trying to throw them off, but before I knew it, something else had clawed its way on my back. I took a quick look, and saw that it was Thrax, who was working to slice off the grenades on my back.

Thrax: "You honestly believe you can take us on?"

Giga Swampfire: "DAMN..." I moved my free hand to slap my symbol as hard as possible. I had shrunken down, surprising Thrax at first, then I released a red explosion blasting the clones, forcing away the hand, and knocking away Thrax and throwing back to Mal.

Whampire: "I wanted Humongousaur, but I guess this will have to do."

Necrosis: "You think a Vladat will help you!?"

Whampire: "He was the start of my plan." I turned my Ultimatrix symbol, making it turn to yellow colors, and a yellow beam hit Necrosis.

Necrosis: "What is going on?!" The scanning ended.

Ultimatrix: "Scan complete. New genetic signature added to Ultimatrix database."

Whampire: "Now I can become one of you!" I hit my symbol, turning into a thin, pale white alien, wearing a black jumpsuit with red accents. I had long black hair, big fangs, and had a Joker-esque smile with long fangs.

Kyle: "DRACULUST! HAHAHAAAA!"

Necrosis: "You... ARE NOT ONE OF US!"

Draculust: "Never said I was. But now I can do what you do!" I summoned 11 Shadow Clones of my own.

Draculust: "You four, go after Mal! You four, corner Thrax and keep him busy. You last three, with me!" My clones and I split up, and I went after Necrosis with three other clones.

Necrosis: "You think yourself an Aloren?!" Necrosis summoned five Shadow Clones and glared at me.

Necrosis: "Then prove it!" He and his clones then rushed at me and mine. Necrosis himself took a swipe at me with his claws, but I was able to dodge his attack and grab his arm. Then, while he struggled, I slashed him across his face, causing him to scream in pain and allowing me to see the big scar that covered the other half of his face.

Necrosis: "Impudent BRAT!" His Shadow then grew and from sprang two larger than average Shadow Clones that both rushed at me.

Draculust: "Hey! I resent that!"

Meanwhile, Thrax and Mal were being cornered by the clones I sent after them, and Mal was still in pain from when I slashed her with my scythe.

Mal: "This Omnitrix bearer is becoming much of a nuisance, Thrax."

Thrax: "I concur Mal."

Mal: "I believe we should show him what true Alorens are capable of."

Mal's eyes then glowed red and from her shadow grew large tentacles that started swiping away my clones. While this was happening, Thrax ran at the clones himself and started slashing them apart, one by one. One particular clone attempted to do the same to him, but he managed to avoid its attack and grab it by its throat.

Thrax: "Pathetic creatures." He then lifted it into the air, and crushed its throat, causing it to vanish.

Back with me and Necrosis, I managed to slash both of his new Shadow clones, making them vanish.

Draculust: "And I know I'm not an Aloren. But it doesn't mean I can't use your skills! That's one of the reasons my Ultimatrix works as well as it does!" I kicked him as he tried to summon more clones. Both his clones and my clones were in the middle of a brawl. He slashed me, but I managed to jump on him, spin around, and get him in an arm bar hold.

Necrosis: "An Ultimatrix?! What's that?!" He flipped me off of him as I spun in the air to get my footing back.

Necrosis: "Tell me more!"

Draculust: "Ah damn..."

Necrosis: "Cat's out of the bag, Omni- no, Ultimatrix Bearer!"

Draculust: "Maybe so, but I can still whoop your fucking ass!" I swung at him, but he slashed me across the face, throwing me to the ground and giving me a scar, too.

Necrosis: "Wonder if that will stay when you transform back."

Draculust: "I doubt it."

Mal: "Worthless clones!" I looked behind me when I heard that and saw that she had killed my last clone. Thrax smirked at me.

Thrax: "You're dead, human!"

Draculust: "So you would think." I summoned 4 more clones, and they went after Thrax and Mal, but they even killed them in an instant.

Thrax: "Heh. You were saying?" Thrax began walking towards me with a wicked smile on his face while Mal managed to move from her position and followed suit, only she was glaring at me. I looked over to Necrosis and saw that he was also closing in on me, 'till all three had me surrounded.

Necrosis: "It is time you met your end, Ultimatrix Bearer." Necrosis then pointed his arm at me, with Thrax and Mal doing the same. Then, their eyes all turned red, and I began to feel a small headache coming on.

However, something quickly rammed into Necrosis and knocked him to the ground. Thrax and Mal looked shocked for a second, before they were quickly knocked aside by the same speedy assailant that attacked their boss. I was a little confused at first before the speedster ran up to me and stopped. He looked like XLR8, only his jumpsuit was dark purple, and he seemed to be wearing a green vest with the symbol of the Omnitrix on his chest.

XLR8 Ask Omni: "Hey Kyle. (offers hand) Need a hand?"

I immediately started smiling and took Ask Omni's hand, allowing him to help me get up.

Necrosis: "Ugh." Necrosis started getting back up and looked over to us, his eyes widening when he saw Ask Omni.

Necrosis: "You?!"

XLR8 Ask Omni (angry): "Yeah, me."

Draculust: "Hope you don't mind me borrowing your alien form, bro. Thought it might stop them."

XLR8 Ask Omni: "Understood." I transformed into Sunspot.

Sunspot: "Okay. Prepare to be fried!" Thrax growled.

Thrax: "Not that one again..."

Mal: "What is it?"

Thrax: "It has sun blasts."

Necrosis: "You think just one more helper will turn the tide? You fool!"

Sunspot: "Fuck you." I fired sun blasts at all three of them. Thrax and Mal had dodged, but Necrosis got hit in the knee.

Necrosis: "GAAAAAHHHH!"

Necrosis clutched his knee and cringed, a look of pain adorning his face.

Necrosis (teeth clenched): "You... DARE?!"

XLR8 Ask Omni (coldly): "Don't dish it out if you can't take it." Ask Omni then slapped the symbol of the Omnitrix on his chest, and in place of XLR8 was-

Ask Omni: "Draculust!" His version looked a lot like Omni's version, only Ask Omni was wearing a black trench coat, and the symbol of the Omnitrix was on the back of his left hand.

Necrosis: "You... Pathetic human. (struggles to get back to his feet) Do you truly think... That you can defeat me... In that form?"

Draculust Ask Omni: "Actually... Yeah, I do." He then ran at Necrosis and rammed him through the wall of a building, leaving me with Thrax and Mal.

Thrax: "Lord Necrosis!"

Mal: "Forget him for now. The Ultimatrix bearer is still a priority!"

Sunspot: "Good to know you still noticed!" I fired more solar rays at them. Mal and Thrax dodged the attacks, as I launched myself at them with fire jets. I swung my hand, making a widespread fire wave, which forced them both to make Shadow Shields. Thrax slashed at me with his claws, knocking me into a wall. I transformed to Cannonbolt to ricochet back at them, but was kicked by Mal into the ground.

Mal: "Goal!" I got up, rubbing my head.

Mal then threw her arms in the air and from her shadow came 20 or so tentacles, which she sicked on me. I managed to recover quickly and rolled away as the tentacles closed in on me. However, Thrax quickly got in my way and managed to punch me back into the tentacles.

Thrax: "I wonder what we shall have you do first, Ultimatrix Bearer. Maybe we will have destroy that... "Mr. Smoothie" establishment. Yech."

Mal (walking towards me): "Oh, again with the Smoothies."

Thrax: "They're disgusting! I can't understand how humans can even tolerate them! It's like their species collectively has no taste buds!"

Mal just rolled her eyes and then had her shadow tentacles chuck me across the street and right into a Mr. Smoothie sign.

Mal: "There. Are you happy now?"

 **Ben's POV…**

Something felt off all of a sudden.

Sorceressa Ben: "Kyle, did you feel something off?"

Metrion: "No. Why?" He/she then gasped.

Sorceressa Ben: "Kyle? What's... OH MY GOD!" I saw a Mr. Smoothies sign fall over after something was thrown into it.

Metrion: "Not this again."

Sorceressa Ben: "You are SOOO DEAD, THRAX!" I transformed to Fasttrack, and ran towards the wreckage.

Metrion: "No wait I..." I didn't hear what he said. I zoomed for it, and found Thrax beating up a Cannonbolt alien.

Fasttrack Ben: "THAT IS IT!" I repeatedly zoomed into Thrax over and over again, knocking him away from the Cannonbolt. He got up, and rolled into the other vampire lady. I then transformed to Rath, tackling him to the ground.

Rath Ben: "RAAATTTHHH! LEMME TELL YA SOMETHING, CRAZY VAMPIRE THAT POSSESSED OMNI FOR NO GOOD REASON! NOBODY HURTS THE SMOOTHIE!" I punched him in the face over and over, until he threw me off.

Thrax: "Where the hell did YOU come from?!"

Cannonbolt: "Ben!"

Rath Ben: "KYLE TENNYSON?! WHEN DID YOU GET HERE!?"

Cannonbolt: "I've been here."

Rath Ben: "WHAT?!" Metrion appeared out of a portal.

Metrion: "I told you to wait up, Benji!"

Draculust Lady: "I take it this is the Omnitrix bearer who hurt you Thrax?"

Thrax: "Yes Mal. It is."

Thrax and the Draculust Lady (Mal apparently) got up and saw Kyle's Metrion clone floating there.

Mal: "Well (looks to Cannonbolt) so you can duplicate yourself."

Cannonbolt: "Yeah. So what?!"

Mal: "Nothing really. Just an observation. Could you wait a second?" Mal then closed her eyes and suddenly her shadow rippled. Then, she clenched her teeth and I could see sweat forming on her brow.

Mal: "Come to me."

 **Ali's POV...**

Kyle had transformed to Spidermonkey, and webbed Gwen and Kevin to a wall.

Spidermonkey: "That should hold them!"

Ali: "For now. We have to unbrainwash them." Kyle then went AmpFibian.

AmpFibian: "Here we go!" He floated for them, when...

Gwen: "Mistress Mal has called for us."

Kevin: "She's in trouble!" Kevin punched Kyle away.

Ali: "Kev!" Kevin cut himself loose and then freed Gwen. I shot at them, but Gwen shielded them as they ran.

AmpFibian: "NO!"

Gwen: "Come on!" She summoned a manna platform, she and Kevin got on it, and then flew away on it. I sprouted my butterfly wings, and we flew behind them to catch up.

AmpFibian: "Come on, man!"

 **Cannonbolt Kyle's POV…**

Thrax: "Mal?"

Mal: "It will take time... For them to arrive. Would you mind?" She then gestured to us and Thrax immediately nodded.

Thrax: "Of course." He looked back to us and his eyes suddenly glowed red as he created more Shadow copies to fight us. Ben just smiled.

Rath Ben: "MAKE AS MANY AS YOU WANT! THERE'S ENOUGH OF RATH FOR ALL OF YOU!" He roared, charging at the clones.

Metrion: "Well... Fuck."

Cannonbolt: "You're telling me."

Metrion: "Ben and I got an alert on our Ultimatrixes earlier. Did you scan one of them?"

Cannonbolt: "Yeah. Why?" Metrion turned into Draculust.

Draculust: "Let me make some clones." He had to concentrate pretty hard to summon them, and then he did, bringing out 10 Shadow Clones.

Draculust: "TAKE THEM DOWN, MY MINIONS!" The Shadow Clones charged at Thrax and Mal with their army.

Cannonbolt: "And just in case..." I slapped my symbol, going Ultimate again.

Ultimate Cannonbolt: "ULTIMATE CANNONBOLT!" I rolled into a spiky ball, hopping above both armies, smashing Mal into the ground, and rolled myself in place on top of her.

Thrax: "MAL!" Thrax ran away from the army and punched me clean off Mal.

Thrax: "STAY AWAY FROM HER!" Thrax looked down to Mal and he quickly looked concerned for her.

Thrax: "Are you alright?"

Mal: "I'll... I'll live." Thrax quickly helped Mal up and she looked over to me.

Mal: "I do not care if Lord Necrosis wants to make him as our next host. I am going to KILL HIM!" She then threw her arms out and created dozens of Shadow clones. She then glared at me and suddenly from her shadow appeared a giant shadow construct that looked like her worm form from Ask Omni's dream. The worm then let out a screech and charged at me alongside the clones.

Draculust saw the worm coming for them.

Draculust: "This isn't going to be fun..." The Shadow Clones he made rushed for the worm instantly, as Ben tackled Mal and Thrax's clones. He hopped at the worm to attack it.

Rath Ben: "YAAGGH! LET ME TELL YOU SOMETHING, SHADOW CLONES THAT SEEM TO BE VOID OF THOUGHT AND OPINION, SO YOU WOULDN'T UNDERSTAND ME ANYWAY! RATH IS GONNA MURDALIZE ALL OF YOU! MR. SMOOTHIES WILL BE AVENGED!" He threw the clones around. I recovered, looking at Thrax.

Ultimate Cannonbolt: "Just you and me, eh, big guy?!"

Thrax: "Like I said to the other wielder... I will enjoy killing you far more than I should."

I rolled into my ball form and rammed right into Thrax. He was able to stop me with his nails, and then threw me back right into a wall. He then ran at me with his enhanced speed and attempted to slash me across my face. Thankfully, I was able to block it with my arm, but I could clearly see sparks flying from his nails when they hit my hide. He continued trying to slash me, but I was able to keep blocking him, causing sparks to keep flying with each hit.

Thrax: "You can't keep this up!" I managed to block another hit, however, instead of striking at me again, he grabbed on to my arm with his other hand and used it to jump in the air and deliver a spinning kick right to my face. I fell to my face, but quickly rolled up, around, and back towards Thrax. As I rolled, though, I was transforming.

Thrax: "Again?!" My shell became red, and my spikes were emitting electricity. I was Giga Cannonbolt. My rolling speed went up, and I tackled Thrax through about three buildings at once before he stopped me, and hurled me aside. I got up, then fired needles at him. He dodged them, even as I angled them towards him.

Giga Cannonbolt: "STAND STILL!"

Thrax: "Are you that dumb?!" Suddenly, he jumped to the ceiling at lightning speed, then quickly jumped off of it and punched me into the ground before I could react.

Thrax: "Too fast for ya, huh?" I transformed to Fastrtack.

Fasttrack: "Try this!" I sped away, then kept doing a hit and run tactic on him to keep him guessing.

Thrax: "Why you- *smack* GAH! *punch* OOF! *smack* BAH!"

I continued with my assaults, and I could see that Thrax was getting angrier with each hit.

Thrax: "Is this all you've got Ultimatrix Bearer?!" I stopped running in an area out of his view and got ready to attack again. However, when I ran at him to land another hit, Thrax suddenly turned in my direction and managed to punch me right into the street.

Thrax: "Insolent human. Our senses are much stronger than other races'. I just needed to recognize your pattern; changes in air current, the sound of your footsteps, and of course (points to his eyes) enhanced sight."

He then attempted to rush at me and land another punch, but I managed to get up and dodge the attack. Then within the span of a second, I ran behind him and elbowed him at the base of his neck.

Thrax: "GAAAAH!" He immediately clutched the spot where I hit him, which allowed me to run up to him and land a series of quick jabs right into his abdomen. I then transformed into Heatblast in one of my punches, lighting up my fists. Thrax had no time to react as I gave him a fiery uppercut to the chin. Smoke came off of him as he flew right into the sky.

Heatblast: "OH YEAH! WHO'S HOT NOW, BITCH?!" I laughed for a second, then turned to see Draculust with Mal. Mal pinned him down. I shot fire at her. She screamed, backing away as Draculust got back up.

Draculust: "You coulda hit me."

Heatblast: "Sorry 'bout that, bro!"

Mal: "WHY MUST YOU BE SO DIFFICULT?!"

Heatblast: "Because you're trying to take over my planet. Not cool!"

Mal snarled and her eyes glowed a deep red. Then, the giant worm which Ben and Draculust's clones had been fighting suddenly let out a roar and shook them off. It then turned its attention towards us and let out another roar.

Mal: "Prepare to die, Ultimatrix Bearer." She then pointed at us and the worm opened its mouth and shot out Shadow tendrils to ensnare us. Draculust and I dodged the tentacles, but she got Ben.

Rath Ben: "RAAGH! LEMME TELL YA SOMETHING YOU GIANT VAMPIRE WORM THING! RATH IS GONNA CLIMB HIS WAY INTO THIS WORM MOUTH, AND THEN TEAR YOU APART FROM THE INSIDE OUT!" Ben let himself get eaten.

Mal: "ARE YOU INSANE?!"

Heatblast: "Rath is pretty stupid, but fun."

Draculust: "Yeah. Let's help him." I shot flamethrowers at Mal's worm as Draculust began clawing at the worm's face. It was flailing as Rath got through him. All of the Shadow Clones Mal had rushed towards us.

Heatblast: "DUDE!"

Draculust: "CLONES! Flank hers!" His Shadow Clones started to attack Mal's clones again.

Mal seemed to be visibly sweating as Ben tore through her Worm. It flailed around the area as Ben seemed to be causing it visible pain. Meanwhile, Draculust's clones were tearing through Mal's, and Draculust and I decided to take advantage of Mal's position to take her down. We rushed at her an attempt to take her down, when suddenly Mal was covered in a pink bubble that bounced us back. We managed to land on our feet and looked to see what formed the bubble and we saw Gwen and Kevin floating down on a Manna platform, only their eyes were Red, like all the Shadow clones in the area.

Gwen: "You will not hurt the mistress."

Heatblast: "Are you crazy?!"

Draculust: "You didn't!"

Mal: "I did."

Ali: "Don't hurt them!" I saw her with my AmpFibian clone, which was closing in on us.

Draculust: "Looks like the whole party is here."

Heatblast: "Looks like it!"

Kevin: "Leave her now. Or suffer the consequences."

Draculust: "We can easily take her down! Come on, guys!"

Mal: "I wouldn't do that. One move against me, and your friends here suffer the consequences. My will flows through them, and so they will do what I ask of them, no matter the consequences. For example, if I were to ask to... I don't know, destroy each other? Then they would do it, without so much as a moments hesi- GAAAH!"

Mal clutched her head in pain as the worm behind her suddenly let out a loud roar. Then, it suddenly went limp, fell to the ground, and faded away, leaving Ben there lying on the ground.

Mal (clutching head): "Why you-!" She then looked to Gwen and Kevin and her eyes glowed again.

Mal (strained): "End... them."

Gwen and Kevin: "We hear and obey."

AmpFibian: "How are we going to stop them and the Alorens at the same time?!" I went into thought myself. How was this going to work?

Heatblast: "I'll go after them! The rest of you should go after Mal."

Draculust: "You sure about that?"

Heatblast: "You have an army of Shadow Clones. You figure it out." I shot fire at Gwen and Kevin, knocking them off of their manna platform, while Draculust went after Mal. Ali was close behind him.

Ali: "You cloned yourself again?!"

Draculust: "Kind of a big deal right now. I couldn't do it as just one me, Ali."

Ali: "I know. Just go back into one you when this is done."

Draculust: "Will do!" Gwen and Kevin went after me. Kevin absorbed the rock on the ground, and punched me away as Gwen lassoed me into the floor. I burned the thing off of me, then went Fasttrack, speeding past everyone, nailing the two of them in the chest.

Fasttrack: "Got them pinned down..." AmpFibian shot lightning at Mal as Ben got up, roaring. The lightning managed to crack the bubble surrounding Mal, but it still didn't break.

Mal (strained and eyes still glowing): "Thrax... Where are you?!"

Ben then ran at Mal and started wailing on the bubble, causing the cracks to grow and even small pieces of it to come apart. However, before Ben could land another hit on the bubble, something flew out of a nearby building, and that something was Necrosis who flew through the air before coming down right on Mal, shattering her bubble to pieces. Ask Omni then appeared in the hole Necrosis flew out of and jumped to the ground.

Necrosis: "Ugh... No... I will not... Be stopped again."

Necrosis then started getting up off of Mal, but didn't notice Ali's rocky fist come up and hit him square in the face.

Ali: "And stay down!"

AmpFibian: "Mal's right. Where's Thrax?"

Rath Ben: "LEMME TELL YA SOMETHING, ROGUE VAMPIRE KNOWN AS THRAX! YOU CAN'T RUN AWAY FROM RATH FOREVER!"

Ali: "For Pete's sake... Ben! Change into something else! You're not thinking clearly!"

Rath Ben: "SAYS YOU, ALI LEVIN!"

Draculust: "AmpFibian me does have a point. Where is that vampire?" It was good they got Necrosis and Mal for now. I punched both Gwen and Kevin hard enough to knock their trance out of them.

Gwen: "OW!"

Kevin: "What happened? Why does my head hurt so much... I have a headache, AND someone was punching it!"

Fasttrack: "Phew. Okay! They're under control again!"

Necrosis: "GAAAAH!" Necrosis and Mal managed to get up, but Necrosis was glaring at us while his eyes glowed more red.

Draculust Ask Omni: "Yeah, but there's still the Pauper to deal with." Everyone looked over to Ask Omni as he walked over to us.

Ali: "Omni? When did you get here?"

Draculust Ask Omni: "Could ask you the same thing. (looks over to me) I could also ask why there's suddenly three of him, but right now I couldn't care less."

We all looked over to Necrosis as his shadow grew and from it dozens upon dozens of Shadow clones appeared, enough to make a small army.

Necrosis: "I will not stand for this insolence anymore! If I cannot have the Ultimatrix Bearer, then I will have the Ultimatrix itself! Even if it means tearing this whole world apart!"

Draculust Ask Omni (clenching fist): "Necrosis is mine." He was about to step forward but I grabbed his shoulder, stopping him.

Fasttrack: "Correction, he's ours."

Ask Omni looked at me weird, but seemed to accept my help. Draculust and AmpFibian got close.

Draculust: "Shall we?" He generated an army of Shadow Clones again.

Kevin: "Since when could Kyle become one of those vampires?"

Fasttrack: "Since right now."

AmpFibian: "New to me, not these two." He transformed to NRG.

NRG: "Let's take out the trash." I also went Sunspot.

Sunspot: "Burn baby burn." He and I shot heat beams at Necrosis and his clones as Draculust spread his away from the heat attacks to get Necrosis from behind. Pretty soon, the armies of Shadow clones clashed against each other as the rest of us fought our way through them. Necrosis saw the beams coming and threw up a Shadow Wall to block the attacks. However, Draculust quickly came up behind Necrosis and delivered a swift kick the base of his back, causing him to screech in pain and dispel the wall, allowing our beams to hit him. Ask Omni attempted to capitalize on this, but Mal quickly got in his way.

Mal: "Where do you think you're going, hot stuff?"

Draculust Ask Omni: "Okay, ew!" Ask Omni slapped the symbol of the Omnitrix on his left hand and in his place was-

Ask Omni: "Heatblast!" Ask Omni then unleashed a fire blast point blank at Mal, causing her to fly back through the crowd of Shadow clones, taking out the ones she hit.

Heatblast Ask Omni: "You know, I forgot how much fun this was!"

I hopped at Necrosis, seeing he was vulnerable and burning, and I punched him across the face, making more smoke come off of him and making him stumble backwards. He growled.

Necrosis: "You insufferable brat!" NRG got him from behind and hugged him close while heating himself up.

Necrosis: "GAAHHH!" He punched NRG off of him, and kicked him away, forcing him to go Chromastone. He managed to maneuver himself back, and shot lasers at Necrosis. Necrosis managed to dodge them, but Ben intercepted him and pinned him down.

Rath Ben: "LEMME TELL YOU SOMETHING, LORD NECROSIS OF THE ALORENS ATTACKING OUR PLANET! YOU AIN'T POSSESSIN' NOBODY! ANTERIAN ELBOW DROP!" He dropped his elbow into Necrosis' face. He then picked him up, slamming him back into the ground as hard as he possibly could. Ali got up on him to slash him with her kusarigama blade, but he deflected her, and punched her into me. I caught her.

Sunspot: "You okay, babe?"

Ali: "Yeah. Thanks."

However, Ali and I suddenly heard yelling. It was faint at first, but was quickly getting louder. Then, we looked up and saw that the source of the yelling was Thrax, who was falling back to Earth after I uppercut him. I put Ali down and clenched my hand into a fist. Then, my hand started glowing as a built up energy. Finally, just as Thrax was about to hit the ground, I reared my fist back and unleashed all the energy I had into a solid punch right in Thrax's face, causing him to fly across the battlefield.

Meanwhile, Mal started getting back up from Ask Omni's attack. However, before she could make a move, Thrax suddenly flew past her, catching her off-guard.

Mal: "Thrax?!" She looked to him as he flew and saw him fly through more Shadow clones, 'till he was stopped by slamming into a light post, which caused the structure to fall down. However, Thrax didn't seem to notice, as it became quickly obvious that he was now unconscious, with the burning imprint of my fist on his face.

Mal: "THRAX!" Mal looked over to me and a growl escaped her lips.

Mal: "I will see you torn apart Ultimatrix Bearer!"

Heatblast Ask Omni: "Hey, we're not done yet!" Mal turned to face Ask Omni, but was soon met with a flame punch right into her cheek, sending her face first into the ground.

Mal: "Grrrr."

Heatblast Ask Omni: "Are you growling?"

Mal looked to Ask Omni and her eyes glowed red. Suddenly two nearby Shadow Clones suddenly shifted and morphed 'till they were suddenly two giant Shadow hands that attempted to crush Ask Omni.

Heatblast Ask Omni: "WHOA! (dodges the hands) Oh come on, that's just cheating!"

I quickly noticed this and ran for Mal, transforming into Duo while doing so.

Duo: "Here goes!" I split into both the red and blue copies, and both had red eyes and red Ultimatrix symbols.

Duo Red: "I got the hands if you got the bitch!"

Duo Blue: "If you insist." Blue me ran at her, tackling her to the ground.

Duo Blue: "I must ask you to surrender. It's for your own good, you see."

Mal: "Get off!" She chucked blue me off, and red me stopped the hands coming for Ask Omni.

NRG: "Am I insane?!"

Draculust: "Looks like it."

Ali: "DUO?!"

Rath Ben: "WHAT THE HELL?!" He rushed for red me, and helped him push back Mal's Shadow Hands, though they came back regardless.

Duo Red: "HEY, I HAD IT YOU GIGANTIC TONY THE TIGER RIPOFF!"

Rath Ben: "TONY THE TIGER?! LET ME TELL YOU SOMETHING, RED KYLE TENNYSON! RATH IS BIGGER AND STRONGER! TURN INTO SOMETHING USEFUL!"

Duo Blue: "Do not encourage him!" Red me turned into Scorchio.

Scorchio Red: "Fine, mate. IF YOU INSIST!" He breathed fire at the Shadow Hands, making them dissipate.

Scorchio Red: "You're next, bitch!"

Necrosis: "WE ARE NOT FINISHED YET!" Necrosis suddenly leaped up onto Red me's back and then stabbed his nails into Red me's wings.

Scorchio Red: "GAAAAH! GET OFF ME!"

Heatblast Ask Omni: "Kyle!" Ask Omni was about to help Red me when Mal rushed up to him and delivered a hard punch to his gut.

Heatblast Ask Omni: "GAH!" She attempted to slash him across his face, but Ask Omni managed to catch her hand and look her right in the eyes.

Heatblast Ask Omni: "You know, I'm getting sick of you guys!" His hand then suddenly flashed as it lit up with fire, and Mal's hand began burning.

Mal: "RAGH! LET GO OF ME!" Ask Omni did as he was told and let her hand go, allowing Mal to recoil as she looked at her now charcoal-black hand.

Mal: "How DARE YOU! I'LL-"

Heatblast Ask Omni: "Rip me to shreds? Yeah, that's getting old." Ask Omni then slapped the symbol of the Omnitrix on his chest and in place of Heatblast was-

Ask Omni: "HALLOWEEN!" Mal's eyes then widened and she started backing away.

Mal: "No... That's not possible. That race was destroyed!"

Halloween Ask Omni: "We had to go somewhere, right?" He started walking toward Mal, who kept backing away in fear. She then looked to the Shadow clone armies surrounding her and threw her hand in the air. This caused a few Shadow clones from both armies to stop fighting and immediately change to resemble Mal.

Mal: "Keep him away from me!" The clones did as they were told and all rushed at Ask Omni, jumping on him and trying to dog-pile him.

NRG turned his visor over to the fight, shooting radiation at Mal's clones, trying to free Ask Omni. He was vaporizing some, and got to the point where Ask Omni could free himself from Mal's clones' grasp. Ask Omni turned to Mal, grinning maniacally.

Mal: "N-no. STAY AWAY FROM ME!"

Halloween Ask Omni: "Now why would we do that?"

NRG: "Uh..." NRG didn't know what to do.

Draculust: "You and Ali make sure he doesn't go insane!"

Ali: "Got it!"

Gwen: "We'll go with you!"

Kevin: "I got your back, bro."

Draculust: "If you insist. Come on!" They went to help Blue and Red me.

Necrosis: "Come any closer and I will GUT this dragon creature!"

Scorchio Red: "GET OFF OF ME YOU BLOKE!"

Duo Blue: "We don't have to resort to violence, Lord Necrosis. Just let my other half go, or I'll have to be more physical."

Necrosis: "OH, NOW YOU CALL ME BY MY TITLE!"

Draculust: "We're past that!"

Kevin: "Very past that."

Gwen: "What made you think going Duo was a good idea now?!" Both red and blue me stopped to think for a moment. However, Necrosis took advantage of this by raising his boot up and slamming it hard on the center of Red me's spine.

Scorchio Red: "RAAAAUUUGH! THAT'S IT!" Red me immediately took to the air and flew all over the place trying to buck Necrosis.

Necrosis: "They're right! You chose your forms poorly!" Necrosis dug his claws into Red me's right wing and held on tight, causing Red me to react more spastically. Meanwhile, Ask Omni continued closing in on Mal, who was backing away more quickly.

Mal: "N-No, please. I'm sorry for what we did! We'll leave this planet alone! We'll turn ourselves in! We'll even get your friend back! Just please stay away-"

Mal wound tripping on her feet and fell right on her back, allowing Ask Omni to close in on her.

Halloween Ask Omni: "Oh, it is far too late for forgiveness. Now, tell us Mal..." Ask Omni then looked down to Mal and his eye suddenly started glowing white, with Mal's eyes soon following suit.

Halloween Ask Omni: "What are you afraid of?" Mal did not answer as she seemed to be in a daze for a few seconds. Then, she started moving again, only her eyes were still white, and now she seemed confused.

Mal: "What? Where am I? How did I get...? Thrax? Is that you? How did- No! Thrax look out! Thrax, behind you! THRAX!" Mal started freaking out and crawling away from something. Meanwhile, Ask Omni just stood there, his eye still glowing and a smile on his face.

Back with Necrosis, Blue me was becoming increasingly worried for his other half's safety.

Duo Blue: "Oh no!" Blue me transformed into Astrodactyl, taking off for Necrosis and red me.

Scorchio Red: "I SAID... GET THE FUCK OFF!" Blue me extended his whips, lassoing Necrosis, then lifted him off, dropping him into the ground.

Astrodactyl Blue: "I said to get off of Red me, you... You..."

Scorchio Red: "BLOODY ASSHOLE!"

Astrodactyl Blue: "I was going for tact, but yes. Surely."

Scorchio Red: "FUCK TACT! I'M KILLING HIM!" He went Cannonbolt, dropping on Necrosis.

Draculust: "God DAMN IT!" He tackled red me, and Gwen used her manna to hold Necrosis down.

Cannonbolt Red: "GET OFF, ME!"

Draculust: "No chance of that happening."

Necrosis: "LET GO OF ME!"

Gwen: "Not a chance." Necrosis struggled against his bonds, but was not able to break them. However, he looked over to Gwen and suddenly his eyes started glowing and Gwen's shadow started rippling.

Gwen: "AGH!" Gwen grabbed her head in pain, dispelling the bonds she had on Necrosis, and soon fell to her knees screaming.

Kevin: "GWEN!" Kevin looked over to Necrosis and quickly absorbed the road. He then rushed at Necrosis and delivered a sharp punch to his face, sending Necrosis to the ground. This caused Gwen to stop yelling and to let go of her head.

Kevin: "Gwen! (runs over to her) Are you okay?"

Gwen: "Yeah... I'm fine. Now." She then got up off the ground and began rubbing her temples to feel better. Meanwhile, Necrosis started getting up. However, he seemed to be sweating like crazy, and when he tried to stand up, he was wobbling.

Necrosis (out of breath): "Thrax... Mal... Where are you?" Necrosis looked around the area and saw Thrax by the lamppost I punched him into. He seemed to be stirring a little, but otherwise was not moving. Necrosis looked stunned by this, before he looked over to Mal and saw her crawling on the ground with Omni looking down on her.

Mal: "No. Stay away from me! STAY AWAY!"

NRG: "Omni... This isn't what we had to do!"

Ali: "We're just here to kick their asses. Not to destroy them like this."

NRG: "Wait... He's using his fear powers."

Ali: "Have you even used Halloween that much?"

NRG: "No, but I know this power." He moved towards Omni, going Toepick.

Toepick: "Ali, cover your eyes." She did as he said.

Toepick: "Hey, Omni!" Ask Omni and Mal looked at him, and he opened his visor up. They both howled with horror upon seeing his face. They became pale, and it forced Ask Omni to go back to his human form, making him less insane.

Kevin: "T-Toepick?!"

Gwen: "You've got to be kidding! NOW?!"

Astrodactyl Blue: "Oh my... Word..."

Cannonbolt Red: "FUCKING HELL YEAH! SCARE HER TO DEATH, ME!"

Draculust: "This could still end horribly..." He ran behind Toepick, and closed his visor from behind.

Toepick: "Sorry about that... But I didn't want Omni to kill her. Halloween makes me nuts."

Draculust: "I know. I'm you, man. I know how it feels."

Necrosis: "Do you realize what you've done?!"

Ask Omni: "We just took away your cronies..." We all looked over to Necrosis, who looked even more flustered.

Ask Omni: "Now you're all alone. (looks to Toepick) By the way, I wasn't going to kill her. I just wanted her to suffer."

Necrosis: "You... You think I am intimidated by you? I do not need them. I will end all of you myself!"

Ask Omni: "You can try." Ask Omni then brought out his Omnitrix, which looked like the Alien Force style Omnitrix, cycled through his aliens, and after he found the one he wanted, he slapped the dial down and in his place was-

Ask Omni: "Wildvine!"

Toepick transformed into Snakepit.

Snakepit head 1: "Try taking on..."

Snakepit head 2: "ALL OF US!"

Snakepit head 3: "Why must you always interrupt him?"

Snakepit head 4: "Honestly you two, this is a waste of time..." The fifth head of Snakepit was silent for a moment, and shook his head.

Snakepit head 5: "Point is, you're going down."

Rath Ben: "DOWN BY AN OPHIUCUS SUPLEX!"

Kevin: "Tennyson, Rath is getting old!" Ben became Kickin' Hawk.

Kickin' Hawk Ben: "Sorry, my bad. I was getting bored of it myself."

Astrodactyl Blue: "Red, perhaps we should reunite."

Cannonbolt Red: "You kidding me?! This'll be a GODDAMN good time!" Red me went Humongousaur.

Humongousaur Red: "Time to die, vampy bastard..." Blue me sighed, and transformed into Generator, a blue and yellow beetle-humanoid alien that resembled Beetlemon.

Generator Blue: "Electricity should still work, I suppose." Draculust summoned more Shadow Clones.

Draculust: "Got you surrounded." Gwen, Ali, and Kevin got into combat stances.

Snakepit head 2: "So, who shall order the attack?"

Snakepit head 4: "Attack!" Everyone and the clones went after Necrosis.

Necrosis let out a growl and threw out his hands, causing his shadow to grow. He then threw his hands in the air and caused shadow spikes shoot up and almost impale us. However, we all managed to avoid them without getting hurt. Omni then clamped the pod on his head shut and quickly dug underground. Then, within seconds, the ground beneath Necrosis started shaking and Omni suddenly sprouted up under Necrosis, shooting him into the air and dispelling the Shadow Spikes. However, Omni stretched out his arm, grabbed Necrosis out of the air and slammed him hard on the ground.

Necrosis: "How... Dare... Nnnn..."

Wildvine Ask Omni: "What's wrong Scarface? You getting tired?" He then swerved around and chucked Necrosis across the area, right through most of his Shadow Clones.

Blue me lit up his fist, and punched through a clone.

Generator Blue: "You are lucky you're all clones. Otherwise, I'd regret going all out on you."

Humongousaur Red; "YEAAAHHH!" He grew his size, pummeling through the clones and stepping on all of them. Ali impaled a clone, then Kevin slammed one into the ground. Ben flipped over one, then spun his way through the crowd, seeing Ask Omni with Necrosis.

Kickin' Hawk Ben: "Omni! SERVE!" Ask Omni regrabbed Necrosis, and hurled him at Ben, who kicked him towards Draculust. Draculust formed some of his army into a Shadow Fist like Mal had, and caught Necrosis, and slammed him down again, pinning him.

Draculust: "Gotcha, bitch." He smiled.

Necrosis: "I am the true leader of the Alorens. I will not fail..."

Ali: "Considering your history, I'm surprised as fuck you made it this far!" Necrosis' face became very angry very fast.

Wildvine Ask Omni: "History? What history?"

Necrosis: "No! (to Ali) There is no way you could learn!"

Ali: "When Mal tried to possess me, I learned EVERYTHING!"

Necrosis: "NO!"

Ali: "You, Thrax, and Mal were NOBODIES on your home planet! You were rejected by everyone. And you led a small rebellion, ONLY TO FAIL LIKE AN IDIOT! Oh, OH! Not only that, your ability to possess people requires that Thrax and Mal possess someone with you! You can't do it on your own. You also possessed Omni here by getting him while he slept! WHILE HE SLEPT! Not even during a fight and overwhelming him or something cool like that. It was a GODDAMN FLUKE! YOU'RE A FAILURE TO YOUR RACE!" Necrosis was flaming up already.

Ali: "Also... Every other Aloren was smart to boot you off of their home world... You were only notable for being a fanatic, with some new prophesized way of becoming all-powerful, and those two idiots still follow you around! I learned all of that by trying to absorb Mal's energy!"

Draculust: "Holy shit..."

Kickin' Hawk Ben: "Fail!" Kevin began laughing like a maniac.

Generator Blue: "Oh my."

Humongousaur Red: "Gonna need a Burn Heal for that!"

Ali: "You just plain suck! You couldn't get anything done without possessing some kid with a super alien watch!" Even Ask Omni was beginning to laugh. Red me exploded right away, too. Gwen chuckled.

Gwen: "Even Dr. Animo at least took over the animal kingdom... Kind of." Necrosis screamed bloody murder.

Necrosis: "SHUT UP!"

Necrosis's yell spread out throughout the area, and suddenly all his clones started shaking and within seconds, they all suddenly faded away, leaving only Draculust's clones. Meanwhile, Necrosis struggled against Draculust's Shadow hand and suddenly the shadow shattered, causing Necrosis to fall to the ground. He then glared at all of us, and I don't know how I knew this, but somehow I knew that his eyes were just bloodshot.

Necrosis: "YOU ALL DARE TO MOCK ME?! I AM THE GREAT LORD NECROSIS! I AM STRONGER THAN THE ENTIRETY OF ALL YOUR RACES! I DESERVE GLORY! I DESERVE POWER! I DESERVE TO RULE! IT'S MY RIGHT! MY PRIVILEGE! I WILL NOT STAND BY AND BE DEFEATED AGAIN! THIS PLANET WILL BE MINE! THIS UNIVERSE WILL BE MINE! AND I WILL NOT REST 'TILL ALL RESISTANCE TOWARDS ME IS CRUSHED BENEATH MY BOOTS!"

We were all silent after Necrosis had his freak out. He just stood there, breathing so loudly you could probably hear him from across the street. However, the silence didn't last long as Ask Omni finally said something.

Wildvine Ask Omni: "Wow. Now I just feel sorry for him."

Necrosis: "GAAAAAHHHH!" He then jumped in the air and attempted to kick Ask Omni. However, Ask Omni managed to avoid the kick easily, and threw a bunch of explosive seeds in his face, sending him flying to Red me. Red me saw this and swung his fist into Necrosis, while Snakepit shot venomous darts at him. They all nailed Necrosis as he flew towards blue me.

Generator Blue: "Um, should I only hit kind of hard... As hard as possible..."

Ali: "JUST HIT HIM YOU PANSY!" Blue me swung, sending Necrosis flying towards Gwen and Ali, who both shot him with energy attacks, and Ben hopped up, drop kicking him into the ground, then kneeing him upon landing, and punching him in the face.

Kickin' Hawk Ben: "Get off of my planet, or die by sunrise. Your choice. You only have about an hour."

Humongousaur Red: "OUT OF MY WAY TENNYSON!" He punched them both again, and Kevin caught Necrosis as Ben transformed to Chromastone, recovering by floating.

Kevin: "Welcome to Earth, motherfucker." He charged, slamming Necrosis into the side of a building at the edge of the parking lot.

Necrosis: "YOU WILL ALL KNEEL!"

Wildvine Ask Omni: "Is that so?"

Ask Omni then walked up to Kevin and Necrosis.

Wildvine Ask Omni: "Mind if I do the honors?"

Kevin: "By all means." Kevin stepped away as Necrosis tried to stand straight. However, just as he was able to look forward again, Ask Omni clenched his right hand into a fist, reared it back, and socked Necrosis in the cheek, sending him slamming into the building and falling to the ground.

Wildvine Ask Omni: "Hmph." Ask Omni then slapped his Omnitrix symbol, and turned back to normal.

Ask Omni: "Well, (turns to us) that was fun."

Ask Omni then walked over to us, leaving Necrosis lying on the ground, groaning.

Generator Blue: "Red... It may be time."

Humongousaur Red: "Why would I want to go back to being one with you?!"

Ali: "Because I say so." She crossed her arms. Both blue and red me became Duo.

Duo Red: "Fine! Only because you're hot!"

Duo Blue: "Must you be a pervert?"

Duo Red: "You're me, bitch. Of course." Blue me shook his head, and they reunited back into me.

Duo: "So... It kinda worked."

Kevin: "Lucky the rest of us were there to keep them in check."

Chromastone Ben: "I'll say!" I looked to Necrosis.

Duo: "So... Any last parting words before we send you three off, 'Lord' Necrosis?" I called him Lord sarcastically of course. He groaned, then got angry getting up.

Necrosis: "Just what I was waiting for. Do you even know how vulnerable you are in that form?" Thrax had gotten up, and Mal got up. They got close to each other and suddenly I noticed that their eyes were glowing red.

Draculust (groggy): "What's… going on?!" We all looked to Draculust and saw that he was clutching his head and swaying back and forth. Then, his shadow started rippling and his Ultimatrix symbol turned yellow. We all suddenly realized what was going on and Snakepit quickly transformed into Heatblast.

Heatblast: "I don't think so!" He fired some flamethrowers at Necrosis and his cronies, but before they hit there a large flash of yellow light and when it faded, Necrosis and co were gone, and we could Draculust shuddering as he grabbed his head.

Duo: "NO!"

Ali: "Kyle!"

Chromastone Ben: "GET OUT OF HIM!"

Ask Omni: "Oh no..." Draculust began freaking out as I transformed to Fourarms.

Fourarms: "LET ME GO, NECROSIS!" I clobbered the Draculust clone of me, sending him flying into a wall. He began cackling in all of their voices.

Possessed Draculust: "Yes. This power... Like nothing we've felt before."

Draculust got up from the ground and glared at all of us.

Possessed Draculust: "Get ready Ultimatrix Bearer. For you shall now feel the full might of our... Our... Ou..."

Draculust stopped talking as he suddenly clutched his head and staggered back. Then, his Ultimatrix symbol started crackling with orange electricity and a red aura suddenly appeared around him.

Possessed Draculust: "AAGGH! WHAT IS THIS?!"

Fourarms: "Kurama. He's rejecting them!"

Heatblast: "I can see that! Now..."

Kevin: "If he's trying to force them out... He's doing a goddamned good job of giving them his power!"

Possessed Draculust: "GET AWAY FROM ME!" Kurama's voice came out of his mouth.

Kurama: "THIS IS MY BODY YOU FOOLS! WHO SAID YOU COULD INTERVENE?!" He grabbed Draculust's Ultimatrix symbol, and laughed maniacally.

Fourarms: "STOP!" I tried to punch him again, but got shocked back by the orange electricity. Heatblast also shot fire at him.

Ali: "Wait! That'll kill him!" Kurama transformed Draculust's body into Swampfire to take the attack.

Heatblast: "Oh man..."

Kurama: "Tennyson... Any reason you allowed these vampire CHILDREN into my realm?!"

Fourarms: "Not really..."

Kurama: "Because they are not allowed in!" He shot all three of the Alorens out of his Ultimatrix symbol, and they hit the side of the building. The aura condensed around Swampfire, making a tail and fox ears around him.

Swampfire Kurama: "As I understand it, you vampires hate fire. A lot. Let's test that." He shot flamethrowers at Necrosis and his followers. They managed to dodge the fireballs, but none of them looked well; they were each sweating profusely, and they all looked a lot paler than they should have.

Thrax: "What... What is this creature?"

Mal: "I... Don't know. This creature does not exist in our universe."

Thrax: "And it threw us out of that body with little effort."

Mal: "Lord Necrosis, what do we do?"

Necrosis did not answer as he lied on the ground, his body shaking.

Thrax: "Lord Necrosis?"

Necrosis (quietly): "That... Power. So... Strong." He then looked over his shoulder back to Kurama, who had just created more fireballs to throw at them.

Necrosis: "So great... It should be mine. It will be mine!" Necrosis then looked to the rest of us, and his gaze soon centered on Ben.

Necrosis: "Thrax... Mal... The other one!" Necrosis pointed to Ben and Thrax and Mal quickly caught on. However, Kurama shot more fireballs at them, causing the three to react quickly and dodge.

Ask Omni: "The other- Oh no!"

Necrosis: "Quickly! Take him now!" Necrosis then pointed his arm at Ben and his eyes glowed red.

Chromastone Ben: "AAARRGGH!" Ben then clutched his head in pain as his Ultimatrix symbol started flashing.

Ben's Ultimatrix: "Warning. Unknown mental force attempting to overtake Ultimatrix. Activating security protocols."

Thrax and Mal got into position and soon did what their boss did, attempting to exert their wills over Ben and causing his Ultimatrix to fight back.

Chromastone Ben: "GET OUT OF MY HEAD!" He screamed loudly.

Ali: "Kyle?"

Swampfire Kurama: "Hmph... Trying to escape me and retaliate by possessing Ben. Don't they realize Ben's weaker?"

Fourarms: "I think they'll take what they can get, Kurama!" Kurama scoffed.

Swampfire Kurama: "Maybe we should find a way to kick them out." He transformed into Metrion.

Metrion Kurama: "The Azarather should do nicely." He floated over to Necrosis.

Necrosis: "BACK AWAY!"

Metrion Kurama: "Why should I do that..." He summoned black energy raven claws.

Metrion Kurama: "When the three of you are still vulnerable?" I transformed to Sunspot again.

Heatblast: "I get it!"

Sunspot: "Burn 'em!" As I shot solar blasts at Mal, he shot fire at Thrax.

Ali: "Guys!" Kurama put up energy fields to block our heat.

Metrion Kurama: "The three of you haven't yet gotten your punishment for moving in on MY domain while you were UNINVITED!" He spread his energy into their heads, making their eyes go black. All three Alorens screamed in pain.

Sunspot: "You're... You're going to kill them?!"

Metrion Kurama: "THEY SHOULD HAVE KEPT OUT WHILE THEY STILL WERE ALIVE!"

However, despite the pain, the three kept trying to exert their wills over Ben, causing his Ultimatrix to go haywire as it tried to fight them off.

Ben's Ultimatrix: "Warning- Warning- Warning- Multi-Multi-Multiple Mental FORces aTTEMpTing To HAcK uLTim-m-matrix DATABASE! ATTempTing to-to-to Commmmnnnvert energy to ULTiMatrix database!"

Then, throughout this, Ben's Ultimatrix symbol started changing from green to yellow. Then, the air between Ben and the Alorens started shifting as yellow light started appearing from Ben and surrounding the Alorens.

Necrosis: "Yes... YES!"

Ask Omni: "No, BEN!" Ask Omni then brought out his Omnitrix.

Ask Omni: "Omnitrix, activate Voice Command Override. Code 10."

Ask Omni's Omnitrix: "Override command accepted.

Ask Omni: "Activate capture mode! Code 0, 0, 0, Capture, 0."

Ask Omni's Omnitrix: "Voice Command accepted." Then, Omni's Omnitrix suddenly turned yellow itself, and then Ask Omni looked to the fray and ran into it.

Sunspot: "Huh? Omni, what're you doing?!"

He didn't answer me as Ben seemed to be in more pain, and Necrosis and his followers all seemed to be covered in yellow light.

Necrosis: "Yes! Your power shall soon be-"

Necrosis stopped talking as the yellow light on Ben's side stopped, and Ben fell to the ground, his Ultimatrix green again. However, Necrosis and his followers still were covered in yellow light and it was all flowing into Ask Omni's Omnitrix, with Ask Omni visibly gritting his teeth in pain.

Sunspot: "Omni, no! What if they take you over again?!"

Ask Omni: "I know what I'm doing! I'm saving Ben!"

Chromastone Ben: "YAAAH!" Ben was still screaming in pain.

Heatblast: "Kurama, can't you shield Ben's mind like you did clone me?"

Metrion Kurama: "Why should I do that? You'll just put me back in that prison."

Heatblast: "We'll talk about that later! Just do it now!"

Metrion Kurama: "You do it."

Gwen: "I'll do it!" She pulled out Charmcaster's spell book, reading through all of the pages, and she chanted something, making an energy dome appear over Ben's head, blocking Necrosis and the Alorens.

Necrosis: "You... SHIELDED HIS MIND?!"

Gwen: "Magic spell book. Always comes in handy."

Necrosis: "NOOO!"

As Necrosis yelled, he and his followers were all completely covered in yellow light, and Omni's Omnitrix suddenly let out a ready beep.

Ask Omni (quietly): "Welcome home Necrosis."

Then, a boom resonated through the area as all yellow light in the area got sucked into Ask Omni. We all looked to where the Alorens were and when the yellow light surrounding them dispersed, they were gone. Back to Ask Omni. Meanwhile, as Ask Omni absorbed the light, his face was visibly twisting in pain. Then, as the last of the light was absorbed into his body, some of it radiated around him, and Ask Omni looked to be in immense pain as he seemed to be struggling against it.

Ask Omni: "Rrrrr... ARGGGGGHH!" Omni screamed into the sky as the light surrounding him flared for a second. Then, Ask Omni's head drooped and his posture settled as the yellow light settled onto his body and then vanished.

Ali: "Omni?! Are you alright?!"

Omni said nothing as his right hand started twitching. Then, he slowly reached into his pocket and pulled out his pipe. Then, his head slowly raised and forming on his face, was a creepy, little smile.

Ask Omni: "Am I alright? That... Is a very good question. And the answer is..."

Suddenly, Ask Omni's posture straightened and he turned around quickly to face Ali, his pipe in his hand.

Ask Omni (cheary): "I'm fine. Couldn't be better. BTW, does anyone have a book of matches on them?"

We all said nothing as Omni just stood there, waiting for an answer.

Ask Omni: "Anyone? Book of matches? Really? No one? Tch, ain't that always how it is? You suddenly get the urge to burn things and you absolutely have no way to act on it? It's sad."

Then, Ask Omni snapped his finger and his thumb was suddenly on fire. He then used it to light his pipe, and after he took a quick puff, he shook his hand, causing the fire on his thumb to go out.

Next chapter is the epilogue!


	5. Chapter 5

**Kyle 10 VS Omnitrix the First: Kyle's Universe**

By DriveMaxUltraDynamoZord and Omnitrix1

 **Epilogue: And the Answer is…**

We all looked at Ask Omni silently as he just stood there, smoking his pipe. I wondered whether or not he became his old evil self again. Heatblast and I turned into Echo Echo, then combined into one Echo Echo, turning to human.

Kyle: "Omni... How do you feel? You're acting like evil you again."

Chromastone Ben: "My head..." He rubbed his rocky head, then turned back into his human form.

Metrion Kurama: "Surprisingly, I'm bored. If I can't get to those vampire invaders, what's the point?" He gave my clone his/her mind back, surprisingly.

Ask Omni: "Bye, come again. (looks to us) He was fun. We should see more of him!"

Metrion: "What the...?" He/she looked at Omni.

Metrion: "Watch it, guys!"

Ask Omni: "Hold on. I don't wish to kill you. In fact, I want to spare this world for how you helped me."

Ali: "How did we help you?"

Ask Omni: "Simple, you helped me figure out who those vampiric little twats living in my head were. Thanks to you people, I now know that they're there, influencing me to act as I do. As such, I can now make them suffer for what they've done to me. Do you know what my life was like before I knew they were there? Of course you don't, we've never met before tonight. It was horrifying. Simply horrifying."

It didn't really sound horrifying since he was telling this story with a smile on his face and with a cheery tone.

Ask Omni: "Well, now I can get those vampiric bastards back for all those years they took from me. And let me tell you, that vengeance shall be GLORIOUS."

I shivered when he said that, as his smile seemed to get a little wider for a second.

Kyle: "So... You're letting all of us live?"

Ask Omni: "That's what I just said. Now, if you'll excuse me, I have some torture to begin planning. Hmm... Now where should I begin?"

Kyle: "You can start by rebuilding the Burger Shack."

Ali: "Kyle!"

Metrion: "Dude... Really?"

Kyle: "It bugs you, too, right?"

Metrion: "I'm Metrion. I'm going to sound somewhat dry and sarcastic."

Kyle: "Point taken."

Kevin: "It is his fault it was destroyed, but I think we can go a few days without it."

Kyle: "Kevin..." Ask Omni sighed.

Ask Omni: "Fine, if you insist." He made a remote control again, hitting the button on it, and I saw the detached sign from earlier fly back to the Burger Shack location.

Ask Omni: "Huh. This one actually worked. Go figure." He then threw the remote away and started smiling again, before suddenly saying, "Anyway, I've repaid my debt to society. Now to pick a new home... Maybe I'll move to the Minnesota of this world. Maybe I'll even open a business of some sort. 'Omni's Carpet Emporium'... Nah, that sounds stupid."

Gwen: "Can't you just rebuild your world like you just did with Burger Shack?"

Ask Omni: "HA! That's funny. No, I can't."

Kevin: "Why not?"

Ask Omni: "Because."

Kevin: "Because why?"

Ask Omni: "Because shut up, that's why."

I began laughing at his quote there. I needed to try it.

Kyle: "Good one, Omni! WHOO!" I slapped my knee, I was laughing so hard.

Ben: "How can we trust you to not try to destroy our Earth again?"

Ask Omni: "1, I just got this planet. Why would I destroy it now? 2, you showed me how I was becoming mad. And 3, you've met another Omni. Which reminds me, I still need to find my Tonto. Maybe tell him that I've seen how I changed oh so much. I wonder where the Aether dropped him off. I should probably look for him."

Ali: "You should. He probably misses you. That or, he wants to kill you."

Ask Omni: "I wouldn't deny that. After all, I did force him to be my indentured without even paying him a single dime, so he might be annoyed by that."

That sounded less like an annoyance and more like slavery.

Ask Omni: "BUT, before I go on my way, there is still one thing that I need from you."

Kyle: "And... What thing would that be?"

Ask Omni (eyes widening and voice lower): "Oh, something VERY important..."

 **Later...**

We all stood in mine and Ali's apartment (with our wall still destroyed because of our earlier battle with Ask Omni), while Ask Omni himself went over to our bedroom and opened the door. We all looked inside, and lying on mine and Ali's bed was a small dog. A Shiba Inu to be precise. The fur on most of his body was black, while his paws and ears were light gold. However, in contrast to the rest of his body, his lower jaw was white, and so were some tufts of fur on his chest.

Ask Omni (cheerful): "HEY XANDER!" The dog suddenly lifted his head up and looked to Ask Omni. It then got up from the bed, shook itself out, and then jumped off the bed and ran to Omni.

Ask Omni: "Aw, nice to see you too widdle buddy." Ask Omni then leaned down to the dog's level (or Xander's level, as that seemed to be the dog's name) and began petting him while the dog started sniffing and licking him.

Upon seeing this, Kevin's mouth dropped.

Kevin: "You took us here, where all of this started, for a dog?!"

Ask Omni: "Hey! He's not just any dog! He's my dog!"

Kyle: "So that's what you meant earlier..."

Ali: "Now I have to wash the sheets!" She ran to our bed to take off the sheets and wash them.

Ben: "Well, if that's the last thing you have to do... We'll see you later!"

Kyle: "Yeah. Don't cause any trouble we'll have to stop, got it?"

Ask Omni: "Not making any promises, but I promise the world will remain intact." Xander barked. Ask Omni then picked up Xander and held him like a child. He then looked to me and held out his hand.

Ask Omni: "Well Kyle, it was plea... Pleas... P-Pleaaa-"

Kyle: "Pleasure?"

Ask Omni: "Yes, that word. I would also like to give you my... Th-th-th-"

Kyle: "Thanks?"

Ask Omni: "For helping me."

I gave Ask Omni a weird look, but I shook his hand regardless. Then, once we finished, he pulled his hand back and trembled.

Ask Omni: "Gah. That felt horrible. Anyway, I'd best be going then, shouldn't I?"

Ask Omni then started walking towards our door. But, when he was halfway there, he stopped and turned back to us.

Ask Omni: "Oh, by the way, I'm going to living in your world now. So if at any point in the future the world is under attack by say... An alien race that's on the brink of extinction so they decide to wipe out every other race in the universe because they believe themselves superior and thus, if they die, they think everyone else should go with them... DON'T call me. Do not message me, don't send me an SOS, and just forget I exist. In fact, except for my dog getting hair all over your sheets and that new alien you got (by the way, have fun with that), just forget this entire night ever happened... Which means you might want to get that wall fixed. You don't want that there when Winter comes. Just saying."

He then turned back to the door and kept walking. Then, upon reaching the door and opening it up, he suddenly stopped again.

Ask Omni: "Oh, one more thing."

Ask Omni then put his dog under his arm, reached into his right pocket, pulled out his pipe, and looked back to us with a smile on his face and his pipe in his hand.

Ask Omni: "This is Omnitrix1 saying, there's no such thing as a stupid question..."

He then paused to take a few puffs of his pipe and blow some smoke.

Ask Omni: "Until you think of it."

He then winked at us, turned around with his dog under his arm, and walked away with us waving to him. Then, as he left, we could see the sun start to come up over the horizon, signaling the start of another day.

Ali: "Kyle?" Ali then pointed over to the hole in the wall.

Kyle: "Now?"

Ali: "Yes. I'm not sleeping with a hole in the wall."

Kyle: "Metrion?" Metrion sighed.

Metrion: "Fine... Azareth Metrion Zinthos!" When he/she raised his/her hands, the wall got sealed back up.

Metrion: "We should probably rejoin our bodies, too."

Kyle: "Right..." My clone and I became Echo Echo, remerged into one, and became me again.

Kyle: "Much better."

Ben: "See you all later!" Gwen and Kevin let out a massive yawn.

Kevin: "I need to take you two home. Your parents are probably worried sick."

Ali: "Get to it, bro."

Gwen: "See you guys later..."

Kyle: "Bye!" Kevin left with Ben and Gwen, leaving Ali and I alone.

Ali: "We should keep an eye on him shouldn't we?"

Kyle: "Ask Omni?"

Ali: "Yeah..."

Kyle: "What if he knows? I mean, I trust him... A little. I trust his counterpart WAY more."

Ali: "So do I, but he did help us when we needed him most."

Kyle: "Something tells me unless one of our enemies affected him directly, he wouldn't bother helping us."

Ali: "He did promise us he'd leave Earth intact, at least. I'm good with that."

Kyle "Whatever. I'm too tired for talk. Bed. Now."

Ali: "Yes, Your Majesty." We had gone to bed, and we're going to get ready for the morning. Man... After all that, we should just stick to our own dimension... At least for now.

 **The End. For real this time.**


End file.
